


Marvel: Reborn

by Aspiringactor



Category: Marvel (Comics), Spider-Man - All Media Types, The Avengers (Marvel) - All Media Types, X-Men - All Media Types
Genre: Drug Use, F/M, Multi, Sexual Content, Violence
Language: English
Status: In-Progress
Published: 2015-04-13
Updated: 2015-10-05
Packaged: 2018-03-22 17:07:35
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 15
Words: 209,608
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3736849
Author URL: https://archiveofourown.org/users/Aspiringactor/pseuds/Aspiringactor
Summary: <blockquote class="userstuff">
            <p>Origins re-imagined. Heroes re-forged. Legends re-made.</p>
          </blockquote>





	1. New Begginings

**Summary for the Chapter:**

> Origins re-imagined. Heroes re-forged. Legends re-made.

The plane rattled and shook as hundreds of bullets poured up from the ground. Each and every single one trying to bring down the thousands of planes in the air. And the one they were currently in at the moment was no exception. In fact, it could very well have been a special target, given the logo that had been painted on the side, in bright red colours.

They were on the plane of the Howling Commandos. The elite fighting force of the Allied forces. The scourge of Adolf Hitler, and his chief science adviser and close friend Johann Schmitt, known as the Red Skull. Nearly as infamous as Hitler himself, Schmitt had only one goal in life: Total Victory or complete annihilation. He had a fearsome reputation for using his own soldiers as both human shields, and personal bombs to destroy his enemies.

Almost single-handedly, Schmitt had nearly won Hitler the war. The only thing that had stood in his path was the Howling Commandos themselves. At first, they had been a secret division in the U.S military, but they quickly evolved and expanded to represent the Allied forces as a whole. With each victory, their numbers and reputation grew, to the point of becoming it's own battalion. And leading the charge was none other than Captain America, the super-soldier.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

"Get down!" The Captain hollered as the boat's ramp slammed down in the water, revealing the deadly sight of sand and blood. D-day was certainly living up to what the commanding officers had expected. It was absolute hell. In an instant, three soldiers were cut down before Steve could even get his shield up. A bullet grazed his thigh as he pushed forward. With one hand, he reached down and grabbed a drowning soldier, and pulled him to his feet. "Scatter! Head for the objective!"

"Sir! Those guns will mow us down!" A young soldier panted as he slid into place beside the Captain.

"Re-group underneath them," he barked as debris battered his shield. "Their cover will give us cover. Use grenades to take out the gunners, before they can mow down too many!" he shouted as he rolled out of cover and broke into a deadly run. He sidestepped mortar fire, noting how enemy gun emplacements were targeting him specifically. He decided to use this to his advantage, and sprinted away from the rest of his soldiers. His plan worked, as per usual. Enemy fire was drawn away from the charging soldiers as the Nazi's did their best to eliminate one of their biggest threats. A mortar shell flew past his shoulder, and impacted against one of the gun emplacements.

The shot hit harmlessly against the concrete barrier, but it provided Steve with the distraction he needed to leap into the emplacement. Both gunmen were too stunned to react right away, and the Captain had them both dead in a matter of mere seconds. He paused for a brief second, to look at the two of them. They were no older than some of the youngest men in his unit. Maybe a few months over conscription age. A horrible thought crossed his mind: had they been forced to fight? Were their families threatened? Or were they driven by the same sense of honour and duty to their country that drove him?

"Für den Führer!" a course voice shouted from the side. Steve turned and raised his shield, just in time to avoid a hail of German lead that flew his way. He rolled into cover, unfortunately dropping his rifle as he did so. Now, he had no way of fighting back, for as long as the soldier could shoot at him, he was unable to move. Fortunately, there was no need to, as three bullet-holes appeared in the man’s chest, and three Rangers entered the emplacement.  
xxxxxxxxxxxxxxxxxxxxxxx

"Two minutes to the drop-zone!" the pilot, Wyatt Wingfoot shouted from up front. Wyatt was a respected pilot within the Commando inner circle. He had, on more than one occasion defied both odds and orders in order to make sure the mission was achieved. A few even believed that he had deliberately sabotaged his career so that he stayed in the pilot's chair, and away from a desk. These rumours were given merit when he blatantly told Captain America 'what good can I do the war effort from a desk? I'll still be flying your asses out of the fire when I got only one arm!'. That had been right after a mission had left Wyatt missing three fingers and half his nose, and the brass had asked that he become a trainer for new pilots. Of course, he would have been an excellent trainer, and the war effort could certainly use more like him. But at the same time, he was far too effective on the field to be taken away like that.

"Check your packs!" the sharp voice of Jack Fury, the second in command of the Commandos shouted with a hoarse tone as he got to his feet. Standing at six feet tall, Jack Fury was the second-largest member of the Commando unit, behind the enhanced Super-soldier himself. Heaving a M1 Garand sniper rifle over his shoulder, and with a Colt M1911 on his hip, the Sargent was a sight to behold. All the soldiers in the plane respected the man with absolute loyalty. "Once we get off this beast, there's no going back!" he grunted as he moved towards the side of the plane. With one, simple motion he threw the door open, exposing them to the air. All those inside shot to their feet as they readied for the most dangerous drop of their lives.

Straight into the heart of Schmitt's most feared fortress.

That was where they were headed. Into hell itself. Reports had been coming in from across the globe that Schmitt was onto something big. Something very big, that could possibly change the course of the entire war in his favour. He wouldn't need Hitler anymore, if the British findings where to be believed. And according to the Canadians, he had a new weapon that was powerful enough to level a small country in one blow. Only Captain America's intervention had stopped the allies from deploying something called 'The Manhattan Project' over Schmitt's fortress. As he had put it, it was better to have a concrete backup plan as well as a solid first plan. Which meant that if the Commandos failed to reach their objective in time, they were all doomed.

But, true to his nature, the Captain didn't tell them it like that. He told them it was like any other mission. That they simply had to do what they were to do, and that their efforts would win them the war. And that their objective was simple: Seize Schmitt's weapon, or destroy it at all costs.

If the job was simple, they wouldn't have been sent in.

"Go! Go! Go!" Jack Fury shouted with a hoarse tone, over the mighty explosions that rocked the air around them. Schmitt's forces where certainly putting up one hell of a fight. But the Commandos where going to put up even more of a fight, that was their motto, their creed. They poured out of the side of the plane like bullets out of a rifle, firing off into the night sky. Thousands of soldiers filled the sky, providing ample targets for keen Nazi snipers. Bullets whizzed by as the Commandos plummeted through the air. Their target only visible because of the flash of anti-air guns that lined its walls.

In the middle of all this chaos, one man remained steady. As he dove down at an alarming rate, Captain America's expression remained steel-like and unwavering. He was the driving force behind the mission, and was going to see it through, even if it was the end of him. He made it to the ground with ease, as did the rest of the spearheading fire-team. They numbered six in total, and where the toughest of the tough. Sure, he would have rather waited for the complete set of fifteen soldiers, but that was impossible. They had to breech Schmitt's defenses as soon as possible.

"Howlet! Parker!" Steve Rogers commanded as they braced themselves against a small dirt mound that afforded them some cover. Some, not complete cover, as was shown by a heavy mortar round blowing a dent in the mound. "Get that radio up and running!" he growled as a plane exploded overhead, creating a sonic boom as fire rained down on the battle field. German machine guns mowed down soldiers who weren't lucky enough to find cover fast enough, staining the field in blood and body parts. The fallen would have to wait, however, until the battle was won.

"Yes sir!" the youngest member of their fire-team, Eric Parker replied with a snap. He was a soldier in his early twenties, who had proven himself on many occasions to be a valuable multi-tool of skills. What he lacked in field experience, he more than made up for it in knowledge of field equipment, and languages. He was fluent in four languages, English, French, Spanish and German. That fact alone made him invaluable to them. The fact that he could also decipher enemy codes that stumped most soldiers was simply unnecessary overkill. Never mind the fact that he was also a crack shot, and a wizard with demolitions.

James Howlet, on the other hand, was a completely different story. Instead of sciences, his speciality was straight-up killing. He was a machine with a firearm, and even better with his hands. Entire rooms had been cleared in seconds by the legendary brawler, who could match Captain America in a fight. He had been one of the men to rescue Steve on that fateful Normandy beach. Fortunately, he was also excellent at following orders to the letter, and didn't hesitate to follow the young soldier as they set up the radio. Because they both knew very well that if they were unable to communicate with their commanding officers, their success in the mission would mean nothing.

"Commandos!" Steve Rogers shouted as he brought both his Colt firearm and trademark shield to bear, "We've got a one kilometre sprint between us and the nearest cover. Fan out and move from side to side. Don't return fire if it means you have to stop moving. Set up a rally point by the doors. Barnes?" he snapped, turning to the second-youngest member of their platoon as he spoke.

"Yes sir!" the man, who was the only one among them who wore a set of glasses, said as he brought his rifle around.

"You've got the charges. Blow the doors as soon as we reach them," he said firmly, as he prepared himself to run. They all followed suit, waiting for the perfect moment to come. Second ticked by, and finally a large explosion hit the ground several feet away, spewing dirt into the air and giving them a rudimentary smokescreen to use as they sprinted out into the line of fire. Their cover lasted mere seconds, as German bullets soon peppered the ground around them, aiming with little precision. After all, the Nazi way always involved brawn over brains, and numbers over tactics.

Still, their attempts where not without merit, as Commandos did fall from injuries. Heads where blown clean off, and bodies were torn in two as the dwindling elite unit surged across the field with a driven fury. Each fallen brother only served to enrage the soldiers and drive them forward even harder. They were sure to make the Nazi's suffer greatly for every spilled drop of Commando blood. A goal which was not lost when they reached the safety of the wall. Because of the angle, the German soldiers couldn't hit them with their bullets, and grenades where hit-and-miss. "Barnes!" the Captain shouted hoarsely as the young soldier carefully placed a stick of dynamite under the door, "go!"

"Fire in the hole!" Barnes shouted as he pressed the detonator, and the door became a cloud of flying splinters. A grenade was tossed through the cloud by Jack Fury, in order to clear away any waiting Nazi's. Once the dust cleared, they entered, finding mangled bodies strewn across the floor, proving Jack's assumption to be correct. All in all, ten Commandos had made it into the Fortress itself so far. More could be heard outside, trading fire with the entrenched snipers and gunners, holding them off while Captain America's team moved to complete their objective with all haste.

"Go quiet," the Captain said as he held up his fist, and signalled for them to move forwards. Barnes and Fury took up the lead, sweeping their machine guns around corners, looking for enemy soldiers lying in wait. For the first few corners, they were lucky, finding no gun-barrels pointed in their direction. However, that wasn't the case when it came to one particular corner, which revealed six Nazi soldiers. All of them opened fire as soon as Barnes and Fury rounded the corner. Jack was lucky enough to be able to duck behind cover in time. Barnes was not. His death served as enough to force the Captain out of cover, and mow down the soldiers himself with a series of well-placed head-shots. Their silent movements through the fortress soon turned into hurried footsteps, as they realized that Schmitt's soldiers knew they were inside, and could very well be trying to summon reinforcements.

"Fan out," Captain America whispered as they reached a large passageway. One that seemed like it would be a very good kill-zone unless properly explored. They edged along both sides of the hall, exploring the corners carefully before turning their attention towards the large, Iron doors that towered over them. Steve studied them carefully, looking for a way to use them as cover as they entered the next room. Unfortunately, there was none, as the doors opened the wrong way for them to be used like that. They would have to bust them open and hope for the best. "Ready?" the Captain asked with a nod to his fellow Commandos, who returned the favour. They all hoisted their weapons into ready positions and took in deep breaths. Steve was sure that no matter what, he was going to remember this moment for the rest of his life. Even if his life was going to last only a few more seconds.

With a mighty heave, the doors where forced open, and the elite soldiers poured into the room, sweeping their weapons around, looking for targets. They found none, however. The room was void of any Nazi's. Armed or not. This meant that the Commandos where free to break cover, and explore the room, with caution. Most of their attention was drawn to the centre of the room, however. Because of the peculiarity of the objects in the centre. Six great weapons were strewn out in a circle. A claymore, an Iron Staff, a rapier, an Axe, A spear and a flail all surrounded a great war-hammer, which was bathed in a halo of bloody light. At the base of the large hammer, was an inscription. "Nur Skadi, Herr der Schlangen kann Macht ausüben mich." None of which Steve understood, as he didn't speak German. Similar inscriptions lay at the bases of the surrounding weapons. But the Super-soldier payed them little attention, as he knew they weren't his objective.  
His objective was to find Johann Schmitt and either capture him or kill him. And to stop the supposed doomsday weapon he had at his disposal. "Move out," he ordered, as he pointed towards a second set of doors. From behind which a light was shining, which meant that there were people in the room, and something was happening.

"Sir," Jack Fury said as he braced himself against the wall, "It's been an honour to-"

"Stow that talk, soldier," Steve replied sharply as he checked his ammunition. "We're all going home today. And Schmitt will not-" he stopped as his radio buzzed from his back pocket. He picked it up and clicked it on, "Rogers here." he said clearly, hoping that it was important enough to stall the final stages of the mission by a few seconds.

"Kkkzzzaptain! They've got Reinforcements!" the panicked sound of Eric Parker shouted through the radio. Steve could hear explosions in the background, as well as the sounds of men dying painful deaths. "we'll hold them off for as long as we can but-" the radio transmission was cut short, informing him of a grim fate for those outside. In his heart, Steve wanted to rush outside and help them, but he knew that would be futile. The best option would be to push forward, and stop Schmitt from doing whatever he was planning. Then, Steve might be able to force him to surrender, and therefore save his troops. It was a long-shot, but still better than nothing.

"Go!" Steve shouted hoarsely as he kicked open the door with his foot, and searched for targets. Three armed Nazi's presented themselves, and he shot the first two. Jack Fury shot the third, and a fourth that popped out from nowhere. Three scientists threw themselves against the floor as more Nazi's poured into the room, only to be gunned down by the Commandos, one of whom was shot through the skull by a ricocheting bullet. Someone tossed a grenade, forcing Steve and Jack to roll to one side, while the rest of the Commandos rolled the other way.

"Captain, Captain, Captain," the gleeful voice of Johann Schmitt, the Red Skull, said as he entered the room. A fire-team of his own elite soldiers, known as Hellfire soldiers, flanked him. They each bore heavy armour and weapons, much more than what Steve and his Commandos had at their disposal. "You never fail to disappoint me. You and your legendary courage...what good does it do those children outside these walls?" He sneered as Steve watched Jack silently pull a grenade out, and signal that he was about to use it. The Hellfire soldiers fanned out in a precise pattern, one which Steve would have used himself in similar situations. As he had learned long ago, those men were not to be trifled with lightly.

"Those 'children'" Steve shot back, trying to buy his fellow soldier enough time, "are better men than you could ever hope to be," he said, as his eyes flickered past the machine that dominated the centre of the room. It was large, and round. Six large generators surrounded it, providing it with electricity. A large platform stood off to the side, but Steve couldn't fathom at its purpose. Of course, that was not saying much, given how he wasn't one-tenth the genius Schmitt was. A fact which he would never even admit to anyone but himself.  
"That remains to be seen, Captain," Schmitt gloated as he clapped his hands together. "We are at the dawn of a new age, Captain. A world of better men, stronger men. Men who will conquer the world," the madman said as Steve took in a deep breath. He needed the man to keep talking. And he knew that would not be too hard. "I have a source, which will give me the power to do whatever I wish. Whatever I deem to be-"

"So you're not playing second-fiddle to adolf?" Steve barked, keeping the man distracted.

"No, Herr Captain," Schmitt chuckled as he brought his hands together. "With this machine, we will bring about a new age of gods! Power which we will wield to-"  
"Oh shut up!" Jack Fury roared as he leaped from cover, and tossed the grenade towards Schmitt. What happened next was completely unexpected. The grenade rolled towards the machine, and exploded. But, instead of fire and death, there came light. A bright, white light. At first, Steve thought it was the light at the end of the tunnel, that he was finally being called home by god. That he, and the soldiers under him had fulfilled their part in the Lord's plan. He was ready to welcome that with open arms, but it was not the case.

He could still feel sensations. He could smell the air around him. The scents that bombarded his nostrils changed from those of a deep, dark and dank Nazi base to that of open air. He could hear birds and people all around him. He could hear cars travelling down the street, as the light faded from his eyes, allowing him to see clearly. And what he could see shocked him.

"Outta the way, Jackass!" a voice hollered from the driver's seat of a very large black and brown truck. Steve leaped to the side, into a small crowd of people that stood on the side of the street as he tried to get his bearings. He glanced to his left, and saw Jack Fury and another Commando, Timothy Dugan, getting to their feet. The expressions on their faces matched his own. They all asked themselves, where on earth where they? Where were the rest of the Commandos? And where was Johann Schmitt? Had they succeeded in their mission?

"Find cover!" Steve commanded, as he sprinted for the nearest building alleyway. He hoped that would provide them with sufficient cover as they planned out their next move. He continued to observe his surroundings, however, and noticed that he was surrounded by Japanese symbols and lettering. We're in the heart of enemy territory, he thought as he leaped over a dustbin, we need to contact the navy. But how? He thought as Jack and Timothy Dugan followed in his lead.

xxxxxxxxxxxxxxxxxx

"…And I am proud to announce this year's recipient of the Lifetime achievement award!" the speaker, a man in his mid-fifties wearing a black tuxedo with a white shirt underneath said. Janet paid him no attention, because he was like a lot of other people here, just there for the good press. She guessed that all he wanted was to look good in front of New York's social elite. Maybe he was gunning for a senator's position. "Mr. Anthony Stark!" She looked around for her brother, knowing where exactly he was.

After all, she had known him longer than anyone there. In fact, she had known him much better than their parents had, given how much time they spent with a variety of nursemaids, nannies and butlers. That was how they had grown up. As each other's closest friends. Unfortunately, it was because they knew each other so well that he was the one on top. That was why he was the one running the company, and she was the one running errands for him. Because he had manipulated her.

But her position also gave her a lot of power. She knew all of his weaknesses. His motivations. What made him a prick. How to secretly force him to do what she wanted. Never on a large-scale, of course. But in small ways. She could convince him if certain business deals were bad, or if someone could not be trusted, In her opinion. However, more and more recently, he ignored her completely. As was the current case, with the woman she had seen him with.

Applause erupted round her on all sides. Unearned applause, she thought with a huff. Sure, her brother was a skilled mechanic. But he certainly wasn't the one to thank for the company's success. He couldn't run one-tenth of the software programs she used on a daily basis. He could barely get the coffee machine to work. But, because she was his secretary, she had to suck it all up and smile through gritted teeth as she rose from her seat.

She slipped her way through rows of seats, making her way to the top in a quick fashion. Never once letting her confidence or her posture slip up. She had actually prepared herself for this moment, almost knowing her brother would skip out beforehand.

"Well," Janet Stark said with a warm, inviting smile. "I'm certainly not my brother….last time I checked, anyway." She continued, earning a roll of laughter from the on-looking crowd. She flashed her smile around the room as she searched for the right words to use. "But, I know him well enough to know that he would be…. Deeply honored to receive this award." That, of course, was a complete lie. Her brother didn't really care what the award was for, he would just want it so no one else could have it. He was rather childish in that way. She waved her hand in the air as she made her way off the stage, smoothing out the lines in her sharp suit as she did so. She completely ignored the onslaught of reporters as she exited the auditorium and crossed the street, were her driver was waiting. "Try his penthouse," she huffed, once she saw the raised eyebrow the driver was pointing in her direction. No doubt the man had seen her brother leave the building, with the woman in tow.

xxxxxxxxxxxxxxxxxxxxx

"Oh God!" The woman cried out as they danced against the walls, spinning in a mad dash, ripping at the others clothing as they did so. She was wearing a black sequin dress with a low-cut 'V' neck. He, on the other hand, was dressed in a casual dress shirt and black pants. Half a glass of red wine was in his left hand, while his right played with the gold door handle to his apartment suite.

Like everything else Anthony Stark owned, it was simply the best that could be bought. He had a fleet of cars at his disposal, each of them vintage, top of the line models that would make any car nut weep. And he didn't even like cars that much. He just wanted them because in his heart, he knew he deserved them. Who else was as good as him? He was the one and only head of Stark Tech incorporated, after all. The largest company in the world was his to control. If he wanted something put on the market, then it went there. And if he didn't like something, then it disappeared mysteriously overnight.

He even dabbled his hand in politics from time to time. Never for himself, but always he pushed and prodded at the right senators in the right places. Leaving generous, charitable donations whenever he felt that could come in handy later on down the road, if he needed some help with the law. Which, according to his sister Janet, who was also his personal secretary, was 'all the time'. She's just jealous, he constantly told himself whenever he caught that resentful glare in her eyes from across the table, or when she made a side comment that most passed off as simple sibling rivalry. That I was left the company, and she wasn't. He smirked lightly as he opened the door to the suite, and he, along with the woman who's name he couldn't quite remember.

As they tussled on the ground, he tossed back the remainder of his wine, letting the delicious liquid seep down his throat with glee, before turning his attentions to the woman in front of him. He still couldn't remember her name, only that it started with an 'F'. He remembered, however, that she had long white hair, and a thick, sexy accent. A perfect combination in his mind, even before he had glanced down, towards her well-endowed chest. His hands reached out greedily, unable to stop themselves from grasping their firmness with delight, earning a squeal of pleasure as he did so.

"Tony..." she moaned as he undid her dress's zipper, which was located on her toned back. He followed this up by placing a series of kisses down her neck, as he helped her slip off her dress. Never once did he give away his true goal of reaching her ample chest. That was, before he actually reached it. He'd already torn off her bra before planting his mouth over her erect nipple. He began to suck, and earned a second squeal from the woman as they rolled over on the floor, and she wound up on top of him. "Let's get this off," she moaned as she tore at his shirt's buttons. Half of them slipped free, while the other half snapped and flew around the room. Not that either of them minded, or noticed. They were too enthralled by one another.

"You know..." Tony moaned as the woman pulled his pants down. "This carpet was imported all the way from Latveria." he said, in a vain attempt to impress the woman even more. It was a lie, of course. He wasn't sure where the carpet had come from, as his sister handled all the unimportant things like that. He just knew that women loved the idea of him being able to obtain rare items. He had even managed to convince one woman that he was actually the king of the foreign country. She certainly wasn't the brightest woman I've ever had sex with, he thought as he began alternating between nipples, completely loosing himself in the moment.  
A moment which was promptly interrupted by his sister opening the door.

"The company requires your attention, Mr Stark," Janet said calmly as she averted her eyes from the scene playing out before her. In her hand, Janet clutched a silvery award. Most likely the one he had just received for his achievements.

"It can wait until morning," he growled in response. His sister had a habit of interrupting his one-night stands. So much so that he had threatened to fire her the next time she didn't have a solid reason for interrupting him. Secretly, he hoped that she could give him a reason to fire her. But he also knew that he would never be able to oversee the transition to a new secretary by himself. He would require her help in that matter, and he knew that she would never agree to that. No matter the lawyer he got to push her around, like a chess piece.

"No, It can't," Janet replied curtly as she clasped her hands together. "Mr Stark, it's very urgent." He groaned as he got to his feet, and pulled his pants back on. He grabbed his shirt as he made his way towards his sister, who was clearly disturbed by what she saw in front of her.

"What?" he said in a challenging tone of voice as the two of them walked out into the empty hallway.

"You're in a relationship!" she hissed as soon as they were alone.

"That's the beauty of being filthy rich," he snorted as he turned away from his prudish sibling. He had never gotten along well with her when they were children. She was older than him by three years, and had always done better than him in school, up until the ninth grade. That was when he started to overtake her when it came to his marks. They shot up from a mid-sixties to a high nineties in the matter of a few weeks. While hers declined in a similar fashion. Naturally, their legal guardians had been disappointed. What he had failed to tell them was the bit about his hand in it all. He had created a program which hacked the school's electronic filing system, and slowly switch their grades. He was certainly smart enough to do the work on his own, but he felt that it was beneath him. He had more important things to do at the time. Like the entire cheer-leading squad. "Nobody gives a damn."

"I'm sure that Mrs Danvers would disagree," Janet replied, coldly letting the name of his strong-standing girlfriend roll off her tongue. She didn't continue to lecture, even though he knew she wanted to very badly. He knew that she wanted to wring him out, and to find some way to wrestle control of the entire company from him. He smiled at the thought of her trying to worm her way around a little federal law he had placed back a few years ago, for just such an occasion.

"What Susan doesn't know," Tony replied sharply, "won't hurt her. Now, what's the urgent business?" He said with a scoff, as he turned back, looking towards the room, where he was sure a night of bliss awaited him. All he had to do was satisfy his needy sister. Already, he was thinking of ways to please the woman inside the bedroom. He paced back and forth slowly as he waited for her response.

"Congress is making a motion to pass a new bill," she said calmly, all trace of her spiteful tone gone. "They're going to force you to drop your prices when it comes to-" He held up a hand to stop her words in their tracks. He had a response ready for a situation just like the one he was faced with.

"Get William Stryker on the line," Tony said plainly as he patted his hand on his sister's suit-covered shoulder. "Tell him that if he wants funding for his little side-project, then he'll have to make sure the bill doesn't pass. I'm looking for a new Yacht," Tony finished before starting on his way back to the room, and into the waiting arms of the woman who he planned to ravage with every fibre of his being, before making sure he never saw her again.

"That's not all, Mr Stark," Janet said plainly, once more turning his attention away from the door, and the well-endowed woman waiting on the other side. "There's something else. I went and-"

"Get to the point," he growled impatiently.

"I ran a background check on the...lovely lady with you," Janet continued in a monotone voice, despite his rising frustration, which turned to anger.  
"You what?" he roared violently as he stared his only remaining flesh and blood down.

"She's a known-" Janet began to continue, but he didn't listen. Instead, he began to make his way back to the room, wanting to start off where he had left with the beautiful woman he had snagged for the night. He pulled the door open roughly, only to reveal a room that had been stripped of all the valuables he possessed, that could be taken by a single person. "-Burglar, sir," Janet continued, her voice suddenly gaining a bit of pride as she spoke. "Her name is Felicia Hardy. But the newspapers call her 'Black Cat.'" Tony wasn't listening to his sister's mocking tone as he balled his fists in anger. He wanted to get even. He needed to get even, somehow.

"Call the police," Tony growled as he gestured towards his sister violently. "Get them here now. I want this woman found!" he ranted as he searched the room for his wallet, worried sick that he'd never be able to find it where he left it. A fear which was quickly realized as he happened across a hand-written note on his bedside table. "Thanks for the new wardrobe! ~Marie" the note read, followed by a series of 'X's and 'O's. He crumpled up the small note as he turned back to face his sister, who's expression remained stoic and unwavering, despite the fact that he was sure that she was congratulating herself on the inside. "Now!" he barked with a wave of his hand, sending her away. It was half an hour before the police arrived on-scene. Lazy bastards he thought to himself as he paced the length of the room, waiting for the forensic team, who had only been summoned under threat of a lawsuit, to do their work. They swept their tools over every surface, looking for some trace of evidence as he waited patiently by the door. Meanwhile, a police officer pestered him with questions about the woman.

"-and you're sure her hair was white?" the officer, who's last name was apparently Parker, asked for the third time in ten minutes. Is he incompetent? Tony thought to himself as he folded his arms across his chest.

"Yes," Tony snapped briskly, annoyed at his man's apparent disbelief. He was sure of the woman's hair colour, and of the fact that he was going to lodge a formal complaint against the police themselves, for this officer's lack of competence. Every minute that they spent pestering him with questions was a minute that the woman could use to get further away.

"And that her name was Felicia?" the man continued in a bored tone of voice.

"Yes, officer," Tony said with clenched fists as he looked over at Janet, who was being interrogated by another officer. A captain, in fact. Though, from his perspective, it looked a lot less like questioning and more like flirting. The way her hips where at an angle, the way that the officer leaned in for the conversation, and the way they both chuckled gave it all away to the master of flirting with women.

"Well don't worry Mr Stark," the officer said with a lighthearted tone. "I've heard about this woman. She's robbed from the best of the best. We'll catch her, eventually," he said as the captain that had been speaking/flirting with his sister approached, and slipped a piece of paper in his pocket while a smile etched at the man's face. "By the way, sir," Officer Parker continued as he pulled out a small notepad. "My nephew's a big fan of yours and..." he stuttered slightly, letting the words coming out of his mouth slip up a small fraction, "I was wondering if it would be too much to ask for an autograph? He-" Tony didn't wait for the man to finish, he simply snatched the notepad out of the man's hands and scribbled a rough signature, as he had done thousands of times for screaming fans. It had become a second nature to him, almost like a muscle memory.

"Make sure you find the bitch," Tony grunted as he thrust the note back into the officer's hands roughly. "Will that be all?" he asked the two men, who exchanged brief glances before shaking their heads in a resounding 'no' before turning towards the door. "She'll show you out," Tony said as he pointed towards his sister, who nodded politely. The three of them quickly left the room, leaving Tony to his own devices for a few minutes, which he used to pour himself a drink. The entire experience had tired him greatly, and he was looking forward to a decent night's sleep.

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"I am so sorry about the way my brother acted," Janet apologized profusely as she clapped her hands together. The two policemen nodded sympathetically as they exchanged glances with one another. "He's not usually this much of an…" she stopped herself, not wanting to say what she really wanted to say. Especially not in front of two of New York's finest. And definitely not in front of a police captain. One who she had not-so-subtly wrangled a personal phone number from. For purposes of the case, of course, she planned to tell her brother, as a way of gaining favour. Of course he knew all about gaining favours. He knew how to play people. And so did she, but she didn't do it nearly as often.

"Ass?" the more junior officer, who was still well into his early Forties, replied with a smirk. "I'm trained in basic psychology, ma'am. I know exactly what kind of person he is." The man continued as he tucked a small piece of paper into his back pocket.

"And that's why you asked for that signature?" the Captain, whose first name was George, replied as he smacked the man on the shoulder playfully. Obviously, the two men had known each other for a very long time. "Officer Parker? Secret fan-boy much?"

"We'll see who's laughing," Officer Parker retorted with a raised eyebrow. "When I'm a cool Uncle tomorrow," he said as he clapped his hands together in a triumphant fashion. His expression was a giddy one, like the one a parent had right before Christmas, while anticipating their child's reaction to a gift. Which, in a way, he was. Though Janet had a hard time wrapping her head around the idea of anyone idolizing her brother. Given how much of a headache he could be, even at the best of times.

xxxxxxxxxxxxxxxxxxxx

What he was not looking forward to was the business meeting he had in the morning. He was supposed to make a big appearance at one of his company's factories, which was apparently on the verge of an all-out strike from the factory workers. Apparently, they felt that they weren't being paid generously, and where demanding raises, as well as benefits. If he could have his way, he would have them all fired on the spot. Unfortunately, labour laws and Unions stood in his way, preventing him from dealing with the problem in the least expensive way for the company.

"Janet," he said as his sister-re-entered the room.

"Yes, Mr Stark?" his sister replied in her trademark dry tone of voice that grated on his ears.

"Give Susan a call," he said as he took a sip of wine and leaned against the desk. "And make reservations for dinner somewhere nice tomorrow night at-" he began, only for Janet to hold up her hand calmly to interrupt him mid-sentence.

"Unfortunately, Mr Stark," Janet said in a cool tone of voice, "it is Ms Danvers' daughter's birthday tomorrow," she continued as she pulled out a small note from her purse. "Yes. It is," she said as she glanced over the note. "And that she has-"

"So hire her a babysitter," Tony scoffed before taking a second drink. "In fact, tomorrow's your day off, right?" he asked as he nodded towards her. "You do it. I'll pay you your usual rate for a few hours...better make it the whole night, in fact. You don't mind, right Jan?" He said, not asking so much as telling her what was going to happen.

"Yes, sir but-" she began to say, but he cut her off.

"Good," Tony shrugged. "You take the bitch for-"

"Mr Stark!" Janet half-exclaimed as she crossed her arms. "My days off are few and far between. I happen to have plans for tomorrow evening that I cannot-"

"Do it or you're fired," Tony said abruptly, with a challenging tone in his voice. He was daring his sister to challenge his authority. Because in his parent's will, it was clearly stated that while he was to inherit the company, she was to always hold a position within it's ranks. It was never specified where she had to work, however. "I can re-locate you to one of our more remote facilities. Alaska, perhaps?"

"Her daughter is seventeen," Janet said as she re-gained her composure. "I highly doubt she will want a babysitter at that age. Let alone-"

"Don't be a babysitter then," Tony replied as he took yet another sip of wine. "Be 'cool' or some shit and take her to a fucking strip club or a bar. Point is," He said as he felt his voice begin to slur. "I will not be cock-blocked by some whiny preteen-"

"Seventeen," Janet corrected.

"-girl who can't accept that her mother cares more about me than she does her daughter," he concluded with a cocky smile that melted most women's hearts on the spot. They loved him, and he knew it. And he knew how to use that to his advantage, whether it be to sweet-talk a business woman into a deal, or score himself the best seats in the house for a sporting event, or backstage passes. He was Tony Stark, after all, and he deserved the best, as always.

"I'll do my best, sir," Janet said through gritted teeth as Tony felt his head begin to swim. "Will that be all, Mr. Stark?" she asked curtly, with a slight nod.

"That will be all," he replied before he felt himself crash down on the bed. Soon, he was giving even less of a damn about the world than before, as he fell into a deep sleep that would last several hours. When he awoke, it was already mid-morning, and there was a plate of food waiting for him, along with a cup of hot tea, for his raging hangover. A note was attached to the side of the cup, from his sister, which he didn't bother to read. In his mind, if she had something to tell him, then she could do so in person. Not through simple hand-written messages that seemed to be so obsolete in the modern world.

xxxxxxxxxxxxxxxxxxxxxxxx

The movies got it all wrong. There was no way in hell High School could be any kind of musical. Even after four years of it, there was no getting used to everything that was happening. One couldn't just ignore the smell of the marijuana being smoked in the farthest corner of the cafeteria. The same corner which the teachers never approached, not since seeing several students escorted out of the building by armed police officers. Other students were also weary of the students who slunk in that corner, as several of them possessed criminal records. One had even gone to jail for several months, on assault charges after he had stabbed someone three times in the back.

On the opposite end of the spectrum, and the cafeteria, there was the socialites. The elitists. Students who had life laid out for them on a silver platter since the day they were born. Chief among them was Harry Osborne, son of the wealthy industrialist Norman Osborne, a man who was shrouded in complete mystery. Even Harry knew very little about the man, aside from what he learned from the media, his butler, and the few days a month that he saw his father. The rest of the school had only seen the man once, and that was for a business presentation.

Peter Parker had been best friends with Harry for some time, up until the ninth grade. There had been a legendary fallout between the two, which the entire school had been witness to. In order to get a good standing with the other 'elitist' students, Harry had been forced to pull a horrendous prank on a student of their choosing. And they had chosen Peter, Harry's best friend.

What was more, was their idea of a 'prank' was photo-shopping Peter's face onto various bodies, most of which were nude. A half-hour fight had ensued, which had come to blows, forcing teachers to intervene by calling the police. They feared that if Harry was injured, Norman's lawyers would eat them alive, on charges of criminal negligence. And they would have been right, if Peter's Uncle Ben, who happened to be a police officer, hadn't stepped in.

He faced the lawyers down, even when they attempted to intimidate him with sheer numbers. Six months of threats of lawsuits and jail time followed. During which his uncle constantly re-assured him that he was in the right, and that he fully expected Peter to stand up for himself if something like that ever happened again. Even if it meant he would need bailing out of jail.

But it never came to that, as the lawsuits soon turned in favour of the Parker family. Norman Osborne brought in a team of 'top-notch' detectives from another city. He did this to avoid having prejudice, according to what he told the press. But Peter agreed with Uncle Ben when he said that those men where on his personal payroll. However, that never mattered, because of the slew of evidence in Peter's favour. Numerous cell phone videos and personal accounts from several witnesses served only to back them up. Within a few days, the situation changed from the Osborne's suing them for five hundred thousand dollars to the reverse of that. The courts had been quick to approve.

But, in a shocking turn of events, Ben Parker said that he only wanted Peter to receive one fifth of the money. The rest of it was to be split among charity groups, such as homeless shelters and war vet hospitals. His reasoning was that they would never need that kind of money as much as other people in the world would. He only kept the money that he did so that Peter would have enough for a college degree in any field he wished.

And so, time had passed. Peter had traversed the next three years of hell, which was referred to by the teachers as 'School' with little to no incidents with his former best friend. Only occasionally did they run into one another in the hallways, exchanging brief, harsh glances and a few bitter words. But Peter didn't really mind. He managed to get by, and find new friends. Some who stayed, others who left. But the one person who stayed with him, even from before the incident with Harry was Gwen Stacey. She was one of his longest friends. Mainly because her father was also a police officer, along with his Uncle. And also because Peter's Aunt May had also taken to babysitting the young Gwen Stacey after her mother left her father a few months after she was born.

So, essentially, the two of them had grown up together like family. They shared many of the same interests, such as technology and criminology sciences. Gwen was slightly more into the former, while Peter was more into the latter. They both agreed that it would be awesome to become some sort of crime fighting duo. Crime scene investigators by day, and costumed vigilantes by night, just like the famed Superhero duo Captain Marvel and Spider-Woman, who had been active symbols of justice until they mysteriously disappeared eighteen years ago.

"Watch it!" a voice snapped, bringing Peter out of his trip down memory lane, just in time to avoid a stunningly attractive girl with blonde hair with green highlights. In an instant, he remembered her name was Lori, and she had been hanging around the school for as long as he could remember. He had once made the mistake of asking people about her, and they simply shrugged. Some said that she was a senior, while others swore she was a minor. And others thought she had already graduated and that he was going crazy if he even thought about talking with her.

"Sorry," he stammered as he shook his head, reminding himself of where he had been headed. He walked slowly over towards the table at which Gwen Stacey was sitting, beaming at him with a mocking smile. Just like she always did, she beckoned him to have a seat next to her, just so she could rub something in his face in as friendly a way as possible.

"Getting it on with your girlfriend I see," Gwen taunted with a wicked smile as she tossed her hair aside.

"Piss off," he replied as he smacked her across the shoulder.

"You two set a wedding date yet?" Gwen continued as she brushed him off, and they were joined by another of Gwen's friends, Mary-Jane Watson. In contrast to Gwen, Mary-Jane was a natural redhead, not into any kind of science and very confident in her own skin. And had a very nasty habit of coming across as blunt and somewhat insensitive. But only at times. Other times she could be friendly and concerned for the people around her.

"I always thought you two-?" Mary-Jane said as she pointed from Peter to Gwen, making them both smile. "You know...did the do and stuff."

"We tried," Gwen shrugged, and Peter nodded, confirming her story to Mary-Jane. "One night when my dad, his Aunt and Uncle where all out of town," Gwen continued as some of the memories came flowing back to him, as clear as the day they had happened. He remembered how nervous they had both been, so nervous that they had started shaking as they undressed. He had barely been able to put the condom on because his hands where shaking so much. "No magic," Gwen shrugged honestly, as memories of guilt came to the forefront of his mind. The two of them had gone several weeks without talking to each other after they had tried having sex. And in those weeks, he couldn't speak to his Aunt or his Uncle properly without becoming embarrassed and rushing out of the room.

"Oh," Mary-Jane said, almost like she regretted asking in the first place.

"And Peter," Gwen said in a shockingly accurate imitation of his Aunt's voice, "don't you dare think about going and trying to have sex with that Lori Eli girl. She's trouble, I tell ya!" All three of them burst out into a quick fit of laughter as soon as she was done, marvelling in the comedy of it.

"Seriously," MJ shrugged with a low whispering tone of voice. "What is up with that girl? I've never seen her anywhere but around the cafeteria. She's not in any of my classes, and I can't find her on the school registry. It's like she doesn't even exist! Her and her older sister!"

"I heard," Gwen replied with an interested tone, "from my dad that her older sister got into some trouble with the cops." Peter leaned in slightly, as he wasn't even aware that this girl even had an older sister. "Some drug- or prostitution-ring or something like that. He didn't go into details. But apparently," Gwen continued as several members of the football team passed them by. "She managed to weasel out of it. Probably offered the judge a blow-job or a shitload of cash or something..."

"Judges aren't like-" Mary-Jane began to say, only for Gwen to cut her off.

"You'd be surprised," Gwen said with an honest shrug. "Back a few years ago, an NYPD/FBI task-force managed to nail Wilson Fisk on drug smuggling. It went to court, and my dad says there was a ton of evidence. But for some reason the entire Jury wound up winning a suspicious amount of money in the lottery. And the Judge walked away with a Porsche. The cops haven't been able to get him since. Though one guy tried," she said as she looked around, somewhat nervously. "He was out for blood, and someone in Fisk's organization hired a hit-man to take out the cop's family." With that happy note, the end of lunch bell rang, signalling that all students had exactly five minutes to get to their next class. Not that it really made a difference to Peter, because he already knew what the teachers where teaching. Whenever partnered with Gwen, some teachers actually admitted that they had the two brightest minds in the school. That they were smarter than some of the faculty, a fact which had been proven two years previously, in a 'Science tournament' which students, a few teachers had entered in teams of two just for fun. The two of them had squashed the competition, to the point of being accused of cheating.

So, he sailed through the class, barely paying attention as the teacher droned on and on about the Roman Coliseum. 'You'd think that it would be impossible to make a one-on-one death match with the occasional Lion or tiger thrown into the mix boring,' he thought as he thumbed through his textbook. To his left sat Gwen, who looked like she was doing her best to stay awake. And she seemed to be failing, which he decided to remedy, by pulling his phone out quickly and typing ['If you fall asleep, I fall asleep ;)] He smirked as he heard the distinct sound of buzzing coming from her phone, and he watched her look down quickly, as neither of them wanted to get caught with their phones out in class. That would be humiliating to say the least. ['his voice is like a black hole that sucks all the good stuff out!'] was the response that hit his phone's screen, coming from Gwen. He looked up, just in time to see her give him a wry smirk, which was enough to get him through the rest of the day.

"Did you hear about what happened to Kurt?" Gwen asked him as they walked home. Peter assumed that she was talking about Kurt Wagner, a boy in their grade, who usually kept to himself. Gwen had tried reaching out to him a few times, but he had rejected her. Aside from that, he knew nothing.

"No," he replied as the two of them turned the corner.

"Turns out he's a mutant," Gwen said, in a semi-surprised tone of voice.

"What?" Peter remarked, in shock. He didn't think it was possible for a mutant to slip under the tight radar that was the school environment so easily. All it would take was one wrong tweet, one wrong text and a rumour would spread around the school like wildfire. And someone being a mutant was rather juicy news. "How did he-?"

"That Norm drug," Gwen replied as she slugged him on the shoulder. "Flash went and found a stockpile of it and stole it. It belonged to Kurt, apparently, because he went berserk trying to get it back. And it's no wonder why..." she continued with a slight huff as they stepped on to their street. "I saw the drug's effects wear off myself. He went all furry and spouted a tail before disappearing in a puff of smoke." Peter let out a sigh as he pondered what had been going through Kurt's mind when he had risked going to a public school in the first place, when he was bringing a semi-illegal drug with him. Why not simply go with home-schooling? It seemed like it would be so much safer in that position, in Peter's mind.

"That's a shame," Peter said with a slight shrug as the two of them neared their respective homes, which happened to be several houses apart. This was mainly because both Peter's Uncle and Gwen's father agreed that this neighbourhood was one of the safest in all of New York, due to the lack of murders, drug dealers and mob connections. The worst that the entire neighbourhood had to offer was a few kids who where a little graffiti-happy. But even they weren't that bad. They never portrayed anything that was vulgar or rude, and restrained themselves to sidewalks and power transformers, never someone's personal property.

"Yeah," Gwen replied, "I never got the chance to fuck him." Gwen certainly was flirty when she wanted to be, but she was never that reckless or impulsive. And if she had a crush on someone, he would have known about it long ago.

"Wait," he said as he came to a halt. "What?"

"Kidding!" Gwen chuckled as she threw her head back. "Don't look so jealous. We tried, remember?"

"I remember," he said with a nervous smirk, "I remember feeling all icky afterwards. It was almost like you where my sister or something."

"Tell me about it," Gwen replied, "and I actually have a sister. So it's even weirder. Even though I've never actually seen her in my life." He nodded, not really paying attention to what she was saying, until she was in mid-sentence, when he did a double-take. He was more than aware of the fact that her mother had left her father a little while after Gwen was born, but he had never known that she had a half-sister. And given how the two of them had grown up together, that came as a surprise to him, but he didn't want to push the issue, because he knew that it would come across as rude. They had made a pact several years ago, that they would never press the issue of the others parents, save for Gwen's father, who was the only one in the picture. Gwen agreed out of spite for her mother, who was 'a common, cheating whore'. And Peter agreed, because he knew next to nothing about his parents, because he had been raised by his Aunt and Uncle since he was six months old. All he knew about them was that they used to work for the government, and that they had disappeared off the face of the earth after dropping him off with his only living relatives.

"Hey," Gwen said as the two of them stopped outside her house, "You watching that special on the spaceship crash?" she asked, nodding in his direction. He had a fairly certain idea that she was talking about a horrible crash that had occurred ten years previously. Upon re-entry, the ship had begun to burn up, and wound up gouging a mile-long scar in the middle of the Texas desert. Two of the four crew members died before they hit the ground, and one more before anyone found them. It had been an international tragedy, with the world doing it's best to give solace to the surviving crew member, who eventually disappeared off the face of the earth.

"Yeah," he replied with a slight shrug, as he watched his Uncle's car pull down the street. "Yeah, I was going to try and watch it. If I can," he continued as he shifted his feet to better maintain his balance. "But I gotta study for that history test tomorrow," he mocked with a wry smile, knowing full well that he stood a good chance of acing it no matter how little he studied. "And you should study as well," he smirked before turning away, to face his Uncle, who stepped out of his personal car.

"And how's your day been?" Ben Parker asked with a warm grin across his face. "Did you learn lots? Have any new experiences? Meet any new people? Kiss any pretty girls?" He continued as he wrapped a muscular arms around Peter's shoulder and began to lead him into the house.  
"Yes, yes," Peter replied wryly, "and no and no."

"Oh well," Uncle Ben replied with a chuckle. "Nobody's perfect, I guess. And I think you deserve something for trying," he continued as he brought out a folded piece of paper, and handed it to Peter, who accepted it with an open before unfolding it. Instantly, he recognized the scribbled lines as belonging to Tony Stark, the famed inventor, billionaire and all-around ladies man. He also happened to be one of Peter's personal idols.

"How did you-?" Peter stammered.

"Don't tell anyone that I told you," his Uncle smirked, "but he got robbed last night. And he was so great-full to us men in blue that he agreed to sign that for you." Peter smiled as he gave his Uncle a hug, thanking him in ways words couldn't express. That was the dynamic of their family's relationship, after all. Mutual respect for one another.

"I won't," Peter smirked as he folded the signature of one of his idols and pressed it into his pocket, fully intending to frame it when he got the chance. "I swear I won't," he continued as they stepped into the house. Already, he could smell his Aunt's delicious cooking. Oven-roasted chicken with Potatoes, he guessed internally before entering the room, his Uncle in tow. He only managed to exchange a small glance with his Aunt, with whom he was somewhat estranged, before she wrapped her arms around her husband and kissed him. "Smells delicious," Peter remarked politely.

"Well your Aunt was the chef," Uncle Ben remarked as he rolled his left shoulder back. "Ouch," he muttered, as Aunt May moved to examine the shoulder in question.

"What did you do?" She demanded as she tried to remove the shirt.

"It's nothing, May," he replied as he stepped backwards, out of her reach. "Some punk came at me with a crowbar. Nicked me," he said in a softer tone as he grasped his wife's hand, and kissed it softly. "He's getting jail time for sure. Soap managed to catch him before he got away," Ben finished with a slight chuckle. He moved past Aunt May, and towards the kitchen cabinet were all the dishes were held. He slowly began to take them out, and Peter helped him set them on the table. Together, the three of them enjoyed a meaningful meal. They laughed at each other's daily stories. Peter was a particular fan of the one his Uncle told, about a woman who tried to shoplift a fifty-inch television with a fake receipt. But soon enough, Peter found himself away from the table.

Night had fallen. He was lying in his bed, contemplating the day's events with closed eyes. That was when it came to him. Words. Words that came from a familiar voice, who was also a complete stranger. He knew that he should have recognized the speaker, but didn't. All he could remember were the words. They had been etched into the back of his mind for as long as he could remember.

"Peter, Mamma loves you. Daddy loves you. Peter, please be safe. Please be good. Please, please know we love you. Please know why I had to leave you."

He snapped his eyes open, and turned his head to the side, too see a picture of His uncle standing with his older brother, who was Peter's father. It was the only one in the house. All other photographs had been lost to time, or the flood that had occurred not six months after Peter had been given to his Aunt and Uncle. The loss had been so great, and far-reaching. He had never even seen a picture of his mother. Not one. All he had to go on was what he had been told by his Uncle. And that was never enough for him. It was something, but not nearly enough. He wanted to know what she looked like, for his own sake. It was one of his life goals. So simple and yet so impossible.


	2. New Begginings (Part 2)

**Summary for the Chapter:**

> Follow the beginnings of a Feral Warrior, a young Firecracker, a Tortured Soul and a Deadly Sorceress!

Carol Jane Danvers did by no means have a miserable life. She got decent grades in school, better than most, in fact. She was a teacher favourite in most cases. And a lot of people at her school seemed to like her, even if they didn't know her that well. Aside from two or three Ex-boyfriends that where a little to territorial and aggressive when it came to their title, and the one girl that her 'boyfriend' was dating when the two of them hooked up, she couldn't think of any 'arch-enemies' that she had.

And even her life outside of school was good. She held a steady, part-time job at a kiosk in the local mall. Her main job there was to 'look pretty and draw young men over so they can buy stuff.' Something which her boss said she had a natural talent for, and could lead her to maybe operating a kiosk of her own someday. Not that she needed to, really, because her Mother was always offering to hook her up with a job at the _Stark Industries_ plant she was the manager of.

Of course, working there would mean working with her own Mother. The person who gave birth to her. The person who raised her. The person who's complete lack of direction had nearly sent her to jail.

It wasn't that Carol _hated_ her mother. In fact, it was the opposite. Her mother had left her father while pregnant with Carol, and it had always been justt he two of them against the world. She loved her mother to death, and went to great lengths to do whatever she could for the woman. There had been times when she was to drunk to move, and Carol had brought her breakfast, lunch and supper. She had taken over the duties of cleaning the house for a year, and had arranged an intervention which brought the horrible year to an end. In less than two months, her mother was in and out of a rehab facility, and working a waitress job at a prestigious restaurant in the downtown area.

Which was when things started to get a little bit strained in the mother-daughter relationship.

One night, her mother came home, screaming with joy. She nearly hoisted Carol into the air as she proudly exclaimed how a customer had given her a _huge_ tip. One-hundred percent, in fact. Which, on a meal that cost over two hundred dollars, was a lot. It was enough for the rest of the rehab bills to be paid off, and for her mother to take a few days off work, and go live life.

Just one little catch. She spent the entire time with the customer. Who's name happened to be Anthony Stark. In an instant, Carol's mind had begun to race, with two sides of an argument at odds with one another. On one hand, her mother hadn't gone on a date in _years,_ and carol had always been pushing her to 'get back out there.' On the other hand, however, she knew just how dangerously the billionaire liked to live, and that his habitual drinking might cause a relapse in her recovery.

In the end, Carol had decided that she would see how things went before saying anything. And in the beginning, things where good. Her Mother seemed genuinely happy, and having the time of her life. Once a week, Tony would take her out to a nice restaurant. Sometimes, he would take Carol as well, though the young girl was more than smart enough to know this was to get into her mother's pants. But, any man would probably have done the same, so that didn't bother Carol as much as she thought it would have.

It was about at about six months of them dating that Carol began to think something might be up. She had been sitting at home, watching the news, when a ' _Breaking celebrity story!'_ happened. Some paparazzi had managed to snag pictures of Tony Stark exiting a nightclub, with two women who looked closer to Carol's age than they did the billionaire's. And they certainly didn't look anything like her mother, which angered her deeply. She marched right over to his penthouse, fuming with anger, and confronted him.

"What the _hell_ do you think you're doing?" she had half-screamed at the man, who held a glass of vodka in in hand.

"Drinking," he shot back, "I'm a grown man. I can do things like-"

"I meant the fact that you're seeing two other women on the side," Carol snapped as she stepped closer to him.

"What your mother doesn't know," Tony shrugged as he pulled out his wallet with one hand, and set down his glass. "Won't hurt her. How much for your silence?" He said as he pulled out a series of bills. To her shame, Carol accepted the bribe, which totalled at five hundred dollars. She wanted so badly to go back and change that fact, but she couldn't. She just walked away, speechless at the fact that he had shut he down so easily.

After weeks of contemplation, she resolved to never be that weak-willed again if she had to confront the man about an indiscretion he committed. But, it seemed as though her solemn vow was in vain, as he simply shoved her off when she next approached him, after he had been seen with an entire volleyball team. And the time after that, when it had been some supermodels. Eventually, she went to her mother, and told her what was going on.

But, to her shock, her mother was well aware of what Tony was doing. And it wasn't as 'behind-her-back' as Carol thought. In fact, she was offering him suggestions, to 'improve his playboy image.' That appalled Carol, who believed in the sanctity of a relationship. And, thus began a long, slow slide towards a cold relationship between the two of them. Though, it was not for lack of trying. They did their best to bond over things, such as music, or television. But it was all fruitless. For every thing that Carol did for her mother, Stark seemed to be able to one-up her in some way. When Carol was given a key to open up the kiosk at the mall, Stark made Susan a manager of one of his facilities. When Carol achieved a goal that she was particularly proud of, Stark managed to but in and announce business deal that made him millions more than he already had.

This continued for a year, right to the present moment. On the one day of the year that Susan Danvers should have been spending with her daughter, she was going out on an impromptu date to the best restaurant in town. And furthermore, she didn't see what was wrong with the situation.

"But-" Carol pleaded as she sat on the bed, watching her mother put on a pair of diamond earrings. An anniversary gift from the king of slime-balls himself. Not that she'd ever say something like that to her mother' face.

"Look, Carol," Her mother said with a warm expression as she turned away from the mirror. "Tony went and made reservations. That cost him a lot of money, and it'd be rude for me to just say no like that," she continued with a slight sigh as she moved towards the opposite end of the bed, where three purses lay. "Which one do you think?" she asked as she picked up two of them, as if she was weighing them.

"I-" Carol half choked.

"Sweetie," Susan said as she set the purses down, and wrapped her arms around Carol's shoulder. "Listen, I know you're upset. And I know you wanted to spend tonight-"

"Then tell _him_ that!" Carol shot back as she wiped her sleeve against her cheek. "Or does he even c-"

"Tony cares," Susan said in a soft tone, as she patted Carol's back. "He cares about us a lot. He's the one who gave me the best job of my life. He's the one who helped pay for this house. We owe him a lot," she finished softly. _He only did that because he wants to use you as a personal blow-up doll!_ She fumed internally, doing her best to not show outward signs of anger. Because she didn't do so well with anger. It made her stand out in a crowd, as some people she had met would put it. "-even offered to pay for your tuition, Carol." Carol was more than aware of this, and simply clenched her fingers together to stop herself from saying something anything rude.

"I know," Carol sighed, resigning herself to the fact that she was going to lose here, and there was nothing she could do. No facts that she could pull out of thin air to present to her mother that would make her stay, in order to celebrate her daughter's birthday. "I know," Carol repeated as the doorbell rang, announcing the arrival of her mother's boyfriend. With a heave, Carol got to her feet, and followed her mother out the door and into the hallway. The two of them descended the staircase, before Susan opened the door, revealing two bodies. One, was Tony Stark himself, wearing a sharp suit, complete with a tie. And the other person was Tony's personal assistant/Sister, Janet Stark. And of the two of them, Carol liked Janet _far_ more than she did Tony.

"Ah!" Tony grinned as he stepped inside the doorway and wrapped his arms around Susan. Most would have seen this as a loving gesture. But Carol could clearly see him trying to grope her ass. Once more, however, she didn't say anything. She simply bit her tongue and smiled forcefully. Something which went unnoticed by her mother, but not their two guests. "There's my darling!" he squealed as the two of them broke apart their embrace.

"Stop it you!" Susan grinned as she gave him a slight push back. "You'll make me blush!"

"Oh," Tony grinned even wider, "than I guess I'll just find some other pretty lady to give these too!" He said as he pulled a flower arrangement out of one of the bags that Janet was holding. Susan made a quick grab for them, and gave a powerful sniff, as if she wanted to inhale the entire flower.

"You spoil me!" Susan giggled as she set the flowers aside, and planted a swift kiss on Tony's cheek.

"I'll stop if you want," He replied with a giggling tone. "Your table's booked for seven," he said, in a slightly more serious tone. "We should get going," he said with a slight nod, and Susan turned around. "Don't worry, she'll be taken care of. Right Janet?"

"Yes, Mr Stark," Janet replied in a monotone voice, as she cast her eyes downwards. This wasn't the first time that Janet had been told to 'babysit' Carol while her brother took Susan out. It was Susan's request that Carol never be alone late at night in the house. Because one night, when she was younger, Susan's house had been broken into by several men. At first, as Carol had been told, the men simply where going to rob the place. But once they saw the young, eighteen year-old Susan Danvers, they couldn't help themselves.

Luckily, her screams had carried far enough for the Superhero duo of Captain Marvel and Spider-woman to hear, and they had burst into the house. In seconds, the men where unconscious, and the police where on the scene. That had been twenty-five years ago, and it was only seven years before the duo disappeared off the face of the planet.

"Well," Tony said with a smirk as he re-opened the door, "we'll be back around one-ish, okay?"

"Yes, Mr Stark," Janet sighed as she set her bag down, and Susan moved so she could speak with Carol privately.

"Look, honey," Susan said in a soft tone. "I know you wanted us to have some time together tonight. But I promise you," she said as she gave Carol a swift kiss on the forehead, "I'll make it up to you tomorrow night. Okay?"

"I work tomorrow night," Carol replied slowly.

"Then Friday night," he mother said as she patted her shoulder. "Don't stay up to late. And be good," she said as she headed for the door, which Tony had already exited through. A simple sigh escaped her lips as the door closed, leaving Carol alone with the woman dressed in business attire. She eyed the bag that Janet was holding with suspicion, as she saw the wrapped box.

"My brother didn't forget," Janet said simply as she reached inside her bag. "About your birthday, anyways," she said as she produced a large bottle, which was obviously filled with some form of wine. Completely useless to an eighteen-year old in a state which prohibited drinking until twenty-one. "Though there are a few things he _might_ have forgotten. Like the law," Janet smirked as she set the bottle down. Carol's expression relaxed somewhat as she heard the car screech out of the driveway, though she still worried about her mother's well-being.

It was herself that she could relax. Because there where things that she couldn't talk with her mother about. Some things that Carol was sure to keep an absolute secret, at all costs.

"I still don't know why you haven't taken over the company," Carol replied as the two of them walked into the living room. "I'm sure that you're more qualified than that _pig_."

"That _pig_ happens to be my brother," Janet corrected as she opened her purse.

"Sorry," Carol replied in a quiet tone of voice as she sat down on the couch.

"Don't be," Janet continued as she took a seat on the adjacent chair. "I know how my brother is with people. And he knows that I'd be a much better and more likable CEO than him. Which was why he passed that law a few years back."

"He didn't pass any law," Carol said as she leaned back. "That was congress, not him. He's not-"

"Well, he paid off the right senators to make sure that the law was passed," Janet sighed, with a hint of regret and sorrow, which Carol could understand. They where, after all, in the same boat. "He was adamant that people like us shouldn't be allowed positions of power."

"People like _us,"_ Carol muttered with contempt. "Like he's much better."

"Well there's nothing we can do about that," Janet sighed as she reached into her purse. Her expression changed, and Carol knew why, as soon as she brought a small, metallic case to bear. It was black, with white lettering on the side, which read ' _Norm.'_ It was a case that Carol was more than familiar with. She knew that inside was a semi-legal drug. One which was legal to own, but illegal to sell. It served to repress the outward manifestations of Mutations, which came in very handy for the both of them.

"Is-" Carol began, hoping that Janet would give her the answer she wanted.

"A birthday present?" Janet replied with a nod. "No. I would never even think about giving someone something that could kill them as a gift." That was the largest danger of using Norm, death. Normally, when one followed the directions and only took two milligrams a day they where fine. However, some people tried to take it further, out of desperation. They where quick to find out that even three milligrams in a day could be dangerous. And four was enough to kill a person, which was why Carol always double- and triple-checked her measurements. "I might," Janet continued with a nod, "forget this here, however."

"I understand," Carol replied. Their dynamic had been like that for some time, after Carol's mutation manifested itself in the form of being able to project energy from her body. But, one day, she felt her control slipping, and she ran out into the forest as fast as she could, before exploding in all directions like a bomb. Her mother had been working at the time, and Janet had been tasked by Tony with dropping off the anniversary present. Carol had just so happened to be coming back home at the time, with the tattered remains of her clothes.

"But first," Janet said as she cleared her throat, bringing Carol back to the present, "I want to see you control it."

"I-" Carol began, knowing full well that she couldn't do what the woman was asking, and that it was very dangerous. "I can't. I'll-"

"Norm can't prevent large flare-ups," Janet said in a calm tone of voice. "Such as when people get angry, and their bodies process fluids faster than normal. In your case," she continued with a sigh as she set the metal case down. "You could still blow up, if made angry or scared enough. Imagine what would happen if you where in the middle of a crowd, with nowhere to run?" Carol stopped herself for a minute, understanding what she was saying as she inhaled deeply. She reached deep inside herself, concentrating hard as she willed her mutant power of energy control to life. Slowly, she felt a spark building up in her hands, and she opened her eyes. Immediately, she saw a yellowish ball of pure energy floating in her hands, and growing by the minute. She let it grow for several minutes, before she felt that it was reaching a dangerous size, and let it dissipate into the air.

"Satisfied?" Carol said with a dry tone, praying that she wouldn't be asked to do it again.

"I am," Janet replied with a nod. "For now, at least. But I must stress that you need to re-consider my offer to put you in contact with C-"

"No," Carol said, cutting the older woman off. "I won't just leave my mother the way my father did. We're all we have. And-"

"I get it," |Janet said as she raised her hand. "But why not simply tell her the truth?"

"Tell her that I'm a monster?" Carol said with a huff. "I can't do that, either."

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The dark shadows acted like a plague. They seeped in all around, threatening to overtake the three souls that stood before them like trees before a hurricane. A hurricane of darkness and death and destruction. That was what was upon them all. Death, and destruction. And they where it's harbingers. They where the horsemen of Apocalypse.

" _Shh..."_ The oldest of the three souls cooed as she drew her lips away from the youngest. "Everything will be okay, my love." the soul, who happened to be her sister, Amora, cooed as she drew a long finger down a man's cheek. Lorieli, the second-oldest, simply watched as her sister completed her dominance of the man's soul. Of the two of them, Amora was more skilled in the art of corruption. She could turn a saint into a sinner with a single glance. And she had done just that on several occasions. Over the years, the two of them had cut a swath across several countries, doing as they pleased. Murder, pillaging, starting riots, starting fires, spreading plagues, usurping kings. Amora found a great deal of joy in those things. And Lorieli found joy in pleasing her sister and master.

After all, the laws of men, of humans, did not apply to a Succubus. As Amara constantly reminded her on a daily basis. And Lorieli was not one to question her sister's authority. She was the older of the two, the more experienced, the more powerful and the more driven. It was because of Amora that they had remained alive for as long as they had. Lorieli knew full well that humanity would have found out about them long ago if it weren't for her intervention.

Because of their powers, they had been able to slip around entire countries without being noticed. They only needed to rest for a few hours once a month, unlike humans, who needed to sleep for eight hours a day, on average. They where also able to take the shapes of others with ease, although Lorieli was still learning in that regard. She was unable to transform into mist and shadows like her sister could. But, as Amara put it, that was a very advanced skill. Something only her own master, a sorcerer who Lorieli had never met in her very long life, had been able to teach her how to do. It seemed to be a practical skill, as far as Lorieli was concerned. She had seen Amora use it to sneak up on multiple victims, and ensnare them in her thralls, like the man she currently had at her mercy.

"Now, love," Amora cooed as she continued to caress the man's cheek, staring deep into his eyes as she did so. "I have a job for you. A job which I only trust to a big, strong _man_ such as yourself." Lorieli looked over her shoulder, towards her sister, and let out a sigh as she watched the man's free will slip away. His muscles relaxed and an ethereal glow seeped from his body, and into Amora.

That was their secret. Their source of power. As both of them where succubus, they could steal a person's energy, putting the individual into a coma-like sleep for several days. Doing so increased their powers, which was one reason that Amora was more powerful than Lorieli, because she had been able to absorb more life-energy, granting her greater control over her magical abilities. Abilities which included, but where not limited to: Elemental control, teleportation and the ability to summon the spirits of the dead.

" _Mmnnn"_ Amora groaned as she stretched her arms back and let the man's body crash to the floor. "I love the after-glow of a good draining. It feels so _right!"_ She said as she got to her feet, and strutted forward, swaying her hips back and forth as she did so. She seemed to revel in the dark green gown she had summoned for herself. It perfectly accentuated her curves, so that she could easily attract any man she wanted to, and even the occasional woman. "It would have been better," she hummed as she continued to saunter over to Lorieli's side, "to have the great and powerful Tony Stark at my disposal." Lorieli shrank back slightly, as she had been assigned the previous night to try and ensnare the billionaire. It was to be her first assignment that she would complete on her own.

She had planned it all out perfectly, assuming the shape of an attractive young woman with long white hair before slipping into the private party. She then put the skills that Amora had taught her to use, and began to eye Tony Stark from across the room. She smirked at him playfully as soon as he made his way to her, introducing herself as 'Felicia', and identity they had both used over the years. Lorieli then proceeded to apply a series of sensual movements, which ranged from batting her eyelashes to rubbing her foot against his leg. The entire process took her less than ten minutes before he was inviting her upstairs for a private drink.

And that was where things went sour. As soon as Stark's assistant showed up, Lorieli knew she was done for, and spirited away with several expensive possessions, which she knew they could sell for money, at least. She had returned to the dark warehouse which the two of them had called home for the past three years, and earned a scream from her sister. A scream which turned into an argument, which Lorieli was sure was about to continue for who knows how long.

"You continue to disappoint me..." Amora said with a sly tone as she came to a complete stop. She placed her hands on her hips as a scolding look crossed her face. "A century of training, of tutelage, and you still fail in a simple task. How disappointing..."

"I did what I deemed best," Lorieli replied as she cast her eyes downward as she prepared herself for what was coming her way. It wasn't a lecturing, or a glare. Instead, it was a flying sheet of metal. Amora had commanded it to fly towards her, and attempt to strike Lorieli on the side of the head. Not that it would be that easy, as she was more than competent in combative arts. Lorieli rolled to the side and stretched out with her power, reaching for a nearby wooden pallet. She felt her magic grab a hold of it, and pulled it towards her body, using it as a shield as the flying metal came around once more. The pallet exploded in a shower of splinters as the metal struck home, giving Lorieli enough time to will the ground to life, and form a concrete barrier in front of her body. It was rudimentary, but sufficient.

" _Good,"_ Amora chuckled from the other side of the barrier. _"Very good. Excellent use of your surroundings."_ she continued, as Lorieli knew she was plotting a way around her defence. Since Lorieli knew this, she counter-acted Amora's counter-defence by teleporting herself away, to the other side of the warehouse, where a series of metal pipes lay on their side. She raised them into the air, seemingly without alerting her sister, before sending them hurdling forwards like thrown spears. It was at that point that Amora spun around, and turned the pipes into a cloud of dust with a wave of her hand.

In turn, she formed the dust into several sharp spines, which she thrust towards Lorieli at the speed of a bullet. But she was faster, or luckier, as she managed to pull a sheet of metal from the ground and use it as a shield. Six of the spines struck into her shield, while the rest impacted against the wall behind her. An emerald wave struck the metal as a follow-up, disintegrating it and forcing Lorieli to summon a magical shield of her own. The shield was a clear blue colour,

During her many centuries of training under Amora's watchful eyes, she had learned a simple fact: always have a back-up plan. And when it came to life-or-death situations, have more than one. And Lorieli's formation of the shield impacted her ability to plan, as it required one-hundred percent of her attention. Any faltering in her concentration would lead to a world of pain. Even the slight amount it would take for her to will herself a teleportation spell.

" _Focus!"_ Amora roared as the emerald wave focused itself into a beam, which pushed against Lorieli's shield. The forces at play where so great, that Lorieli felt herself being pushed back. Her only consolation was that her shield held steady for the moment, as she was backed into a wall. " _My_ master would have _destroyed_ you long ago. Focus!" she barked as Lorieli built up her hidden strength as she pushed back with all her might. The retaliation was enough to send out a might wave of blue energy, which knocked Amora off her feet and several feet into the air.

Using this distraction, Lorieli touched her hands to the ground, and sent out shock-waves, which rippled the concrete like an incoming tide. She remained unaffected, but her sister wasn't. Amora was tossed about as the waves smashed against her body. Once, twice, three times it happened in quick succession, until Amora came to, and waved her hands in mid-air, coming to a halt. She hovered three feet above the cresting waves, and smiled a wicked smile as she brought a single hand to bear.

"Very inspired," Amora taunted with an uncharacteristic nod, as something slithered across the hard floor. "I did not foresee that one coming. You caught me off-guard, sister," she smiled as something wrapped around Lorieli's arms, legs and neck before dragging her over to the wall. She was pinned instantly by thick industrial wires which where being manipulated by her sister's wrathful mind and hand. "Are we forgetting something!?" Amora bellowed as the wires wrapped themselves tighter across her chest.

"No..." Lorieli replied, as she began to choke.

"No?" Amora growled, seconds before a bolt of green lightning shot out of her hands, and impacted Lorieli's chest. Pain coursed through her entire body before the lightning ceased, leaving a trail of smoke. Although Lorieli and her sister where ageless, they both knew it was possible to kill a succubus. They had managed it once before, as they competed over territory fifty years previously. "Are you _forgetting_ our schedule?" Amora bellowed as she re-applied the lightning attack. "In one month's time," she roared vehemently, "our master's puppet will need the army! An army we cannot arm because of your _blundering!_ "Amora screamed, which became mixed with Lorieli's shrill cry of pain. _"I. Will. Not. Be. Denied. My. Place. Because. You. Are. Weak!"_ With that, the pain stopped, and Lorieli opened her eye, in time to see a receding aura of flames that had pushed her sister back, allowing the wires to drop from around her body. Lorieli, in turn, fell to the floor, still reeling from the pain of her sister's torture.

Not that she thought she didn't deserve it. On the contrary, she did. She had failed to achieve a portion of a plan that they had been planning for over fifty years. Very carefully, they had been making subtle movements behind the scenes. Plotting for the plans of a being Lorieli had never met before. Her sister had only described him as a close ally of her master, before his untimely demise (which Lorieli felt Amora had something to do with). The being, or 'Puppet-Master' as her sister referred to him as, had only one goal in mind. The puppet master wanted everything, complete control over the world's resources. And Amora had been sure to instill the idea in Lorieli's mind that he was more than capable of doing just that.

"I-" Lorieli began to say, as she watched her sister's menacing form.

" _No!"_ Amora bellowed, as she let loose a tidal wave of energy, which sent Lorieli flying high into the air. Another bolt of lightning followed before she could crash back down to the floor, writhing in pain. "I'm not through with you yet," Amora cowled as she engulfed her hand in green fire. "Perhaps a more...direct approach is-"

" _Amora."_ A male voice shouted as something clicked on the hard floor. This was enough to get her sister's attention off torture, and allowed Lorieli to get back on her feet, even while she still nursed her side. The fall had done more damage than she thought. She was only able to stand on one leg properly, as her sister bowed low. Not out of respect, but mockery of the man's companion. At first glance, Lorieli thought she looked like the very same shape she had taken the previous night. But upon further investigation, she realized this was not true. The woman was taller, reaching six and a half feet. Her hair was also longer, and her body was showing off more developed, yet feminine muscles. She could easily have been mistaken for another succubus, if it wasn't for the way she carried herself.

"You didn't give me any warning," Amora said as she straitened her back and let out a smirk. "Otherwise I would have cleaned out the vermin."

"Then you would not be here," the woman said with a dark glare.

"The company would be _much_ better," Amora shot back with malice in her voice, "Cat."

"Amora," the man, who's face was hidden in shadow said as he clicked his walking stick against the pavement. "The Black Cat is under my employment. I will deal with her insubordination myself. I am here to discuss more...pressing matters."

"The initiative," Amora said with a nod as she flexed her fingers.

"The initiative," the man replied with confidence. "Cat, show her the candidates."

"As you wish," the woman, 'Black Cat,' said as she produced a folder, and handed it to Amora. Lorieli managed to pick up the traces of hissed words between the two. Several of which sounded like ' _this cat has claws.'_ Which only served to prove the fact that these two did not like each other one bit. Something which Lorieli had already picked up on. She wanted to say something, but didn't as she watched her sister flip through the folder with ease, as if she already knew the information.

"They will do," she said as she closed the folder. "But they will not stop our enemy from breaching the walls. We need a distraction." She wondered who this man was, and why was he able to command her sister like a dog was commanded by it's master. Nobody had ever been able to do that, save for Amora's own teacher, who Lorieli had been told was dead for several centuries.

"And we will have one," the man in the shadows replied sternly. "A plague unlike any before will hit the city. Millions will be-" he was silenced by Black Cat grabbing his shoulder firmly, and spinning him around.

"We had a deal," she growled threateningly. Lorieli watched the two as a smile grew on her sister's lips. Clearly, she wanted the man to order her to attack Black Cat, evn though she had no idea why they hated one another. "No harm was-"

" _I_ will keep my end of the deal," the man said in a plain, but stern tone. "If you do. Once my plan succeeds, you will be free of the contract. Free to go back and live your life," he said as he clicked his cane against the hard floor once more. "But I would _hate_ to imagine what _could_ happen if you fail me. Or if you step _out of line._ " This seemed to cow the Black Cat into submission, as she stepped away from the man, with only a trace of defiance in her eyes. "As I was saying," the man in the shadows continued, "our chosen operative will spread his...unique disease across the city. A disease which our dear friend Phillip Coulson and his windup toy soldiers will no doubt be too preoccupied with to even try and stop us." As he finished, a smirk crossed his lips. Lorieli's mind began to swirl as she thought of the possibilities. She had heard of powerful magic users spreading disease like wildfire, but had always assumed that to be pure myth. Even her sister was sceptical about those kind of rumours, saying that it was the magical equivalent of men comparing penis size. They always turned out to be more talk than show. But, from the look on Amora's face, Lorieli understood that this was not the case. Whatever was being planned, was going to happen, and soon. Very soon.

No matter what anyone did about it. Their doom was coming, that was a sure thing.

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"Move it _ladies_!" Logan growled viciously towards the mass of students who where runing around the track, seemingly as fast as they could. Some moved much faster than others, while others had trouble keeping up. He blew hard into his whistle, encouraging them to move faster than before, and some of them did. Namely his two favourite students, Jubilation Lee and Samuel Guthrie. They seemed to double their efforts and begin to overlap some of the slowest students.

"I won't take that personally, _Professor_!" Jubilation quipped as she rushed past him, fighting for every inch against Guthrie. He saw that she was using everything she had in her, save for her powers. Even though they would in no way help her run faster, Logan had specifically ordered that no powers be used during physical exercise in his class. In his mind, they all needed to be on even footing for a fair assessment of their abilities. After all, Jubilation was nothing compared to the speedsters who attended the school, but she _worked_ her way to the top.

"Watch that mouth Lee," Logan shouted back as a smirk etched at his face, as he remembered the day he had gone to her parent's house to explain what the Xavier institute was. He still remembered the looks on their faces as they opened the door, revealing Logan, who had been wearing a bikers jacket and mud-stained jeans, alongside Ororo Monroe, who wore a plain business suit. Ororo had been his 'supervisor' during his first few years as a member of the Xavier faculty, teaching him everything about his job. Up until a few years ago, when he had 'graduated' and she had left for another assignment that Xavier himself had given her. " _Cannonball_ ," Logan called out to Sam Guthrie, using the nickname he had been given a long time ago because of his mutant powers. "Cut it out," he said as he noted the young man's feet, which were moving at an incredibly fast rate. Inhumanly fast, in fact.

"Yes sir!" Samuel replied sharply, as he quickly began to lose ground to Jubilation. Soon, the two of them where neck-in-neck as they neared their final lap. With his trained eyes and enhanced senses, Logan watched as the two students pounded their feet against the ground, battling for mere inches of distance. In the end, it was close, very close. It came down to one half of a step, in Jubilation's favour. Those in the class who weren't completely doubled over from breathing problems cheered, and a group of her closest friends gathered around to congratulate her.

"Settle down," Logan said as he approached the small gathering, wanting to disperse them before he lost control, and was unable to continue the class. "Settle down. Those of you who _didn't_ cross the finish line first win the consolation prize of thirty jumping jacks. Go!" he snapped, as he blew into his whistle sharply, and the mass of students jumped into formation and started to flail their arms and legs in the air. Meanwhile, Jubilation waltzed over to his side and placed her hand on her hip as she flipped her short, dark black hair, which had pink highlights in it, back, out of her face.

"I could've beat him," Jubilation said as she grabbed her water bottle from where it lay against the wall, and moved to his side. She took a mighty swig of it's contents before continuing, "I had it in me. I just wanted to give him a fighting chance, that's all." Logan smirked at this, because he knew that it was in her nature to always try and make others feel better about themselves. She had been known to deliberately sabotage her marks in other classes so that her friends seemed smarter by comparison, and to throw physical challenges, so that others could win. On one occasion, she had even carried a young man who was paralysed from the waist down across the finish line, even though she had lost the gold medal in the event.

"I know you could have," Logan said as the rest of the students bean to file out of the gym. Some of them muttered a second congratulations to Jubilation, while others swore under their breaths to Logan. He pretended that he didn't hear those ones. "But he was still cheating, _Sparky._ I had to call him out on it." Sparky was a name he sometimes referred to her as when they where alone, after an incident that occurred when they brought her to the Institute for the first time. Her powers, which involved the manipulation of energy particles, activated mid-flight, and nearly caused them to crash.

"Oh I know a power cheater when I see one," Jubilation replied with sarcasm dripping in her voice. "There's this one really creepy professor here who won't stop staring at Dr Grey's firm ass with his crazy-good vision." She gave him a sly wink, which he did not return out of slight embarrassment. He certainly did have a thing for the redheaded doctor, but always refrained from acting on it because of the age difference. She was in her early thirties, and he...well he didn't know how old he was. All he could remember was things from the past twenty years. Except for what he saw in brief flashes whenever he closed his eyes, and those he had etched in his memory.

The flashing of fire all around him. The smell of smoke. Pain, lots of pain. Bright lights over his head. More pain. A woman with a mane of white hair. The crying of a baby. Gunfire. Then pain once more. He looked down at his palms for a second, thinking about the six metal blades housed within his body.

" _Sooraya!"_ Logan's mind snapped out of it's funk as he heard a series of shouts coming from the Girl's locker room. A room which he bolted for at top speed, outstripping Jubilation, who was just as quick to hear the screaming as he was. Within seconds, he reached the door, and listened to more pleas for help, which told him something was wrong, very wrong. Wrong enough for him to decide that kicking the door to the locker room open, even though that went against the general, unspoken rule among the faculty that teachers do not enter the locker rooms of the opposite sex. His fears where grounded, as he saw the form of a young woman lying on the ground near the bathroom stalls. Several students where gathered around her, in various states of being dressed. One was even checking her pulse, while another presented him with a needle.

"She...she was-" the girl, Sophia, said nervously as he snatched the needle from her hands, knowing full well what was inside. The infamous _Norm_ drug, which Charles Xavier forbade from being used in the school, except under special circumstances. Those circumstances usually included when a student's powers made them a danger to those around them. Jubilation, who who knelt beside him as he checked Sooraya's pulse, had needed to take the drug for six months, while she trained herself in the proper use and control of her firework powers. However, some students made the drug themselves, as it was apparently easy to get their hands on the ingredients, and used it for more recreational purposes, or because of anxiety over being Mutants. A story had reached Logan's ears about one student who used the drug, and went home to his parents, claiming he was 'cured' of being a mutant. The student had later died from an overdose, according to the news reports that reached his ears.

"Get back!" Logan growled as he scooped the young woman up in his arms, knowing that he couldn't do anything for her here. The best place for her to be was the school's infirmary. Which was where he was headed, as soon as he was out the door. He burst past students as he sprinted down the hall. As he ran, he was joined by Scott Summers, one of his fellow teachers/X-men. He didn't say anything, he only opened the doors for Logan as he continued to run. Within minutes, Logan was able to set the young woman down on a hospital table, as he was joined by Jean Grey and Hank McCoy, the institute's two lead doctors.

"Norm?" McCoy asked with a rushed tone as he grabbed a stethoscope from a nearby table, and placed it against Sooraya's chest. Meanwhile, Jean grabbed a needle and pulled it out of it's packaging. She thrust it into the girl's arm gently, and began to withdraw a sample of blood.

"Norm," Logan replied with a grunt as Jean grabbed a vial of blue liquid from the nearest cupboard. With practised ease, she slid it into Sooraya's arm and injected the liquid. Logan let out a sigh of relief, as he trusted that the liquid would do it's job, even though he had no idea what was. He only knew he could trust Jean and Hank to do their Jobs right.

"Her heart rate is steady," Jean said with a sigh as she looked towards the nearest monitor. Logan followed her gaze, letting his eyes fall on the blinking screen. It showed steady, but very weak vital signs. "We dodged a bullet there," the beautiful redhead sighed with relief.

"I concur," Hank McCoy replied as he moved his blue, fur-covered body to her side. "But she will need to spend the night, at least. I want to-" his voice droned on and on. Words like 'heart rate' 'platelet count' 'hemoglobin' and 'ecoli' flew through his ears, but he barely paid them any attention. He was only concerned about the student in front of him.

"You saved her life, Logan," Jean said as she placed her hand on his shoulder. "I'll make sure to tell her that when she wakes up. And I will tell her parents as well," the beautiful redhead continued as a smirk edged at her lips. "But you'll still have to pay for the damage to the door," she said as she gave him a single blink with her long eyelashes before turning away.

The rest of his day went by without much incident. He made sure to inform his other classes what happened, as he was sure that other faculty members would do. That ate up half an hour, as he went through and explained the intricate details of the drug's negative effects, and how anyone caught using it for non-medical reasons would be punished severely. Most of them seemed to get it, while others simply nodded their heads as their minds where elsewhere.

Before he knew it, Logan was in his quarters, with his head hitting the pillow hard.

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**August 28th, 1945:**

"Fall back! Fall back!" Logan roared over the sound of gunfire. Nazi reinforcements had arrived on the field, and they where making quick work of the scattered Commandos, who had almost no cover, and where quickly running out of time and ammunition. They needed to organize a defence, and quickly, which was exactly what he planned on doing. He fired a bullet into the head of a Nazi sniper, who dared to peer over cover before sprinting out in the open. Behind him, Logan could see several fellow Commandos doing the same. He pushed himself hard, in order to reach the safety of a deep trench.

Though, in their current situation, safe was a relative term.

"Parker, get that radio back up!" He growled towards the young man who had his back through all of this. Logan could see the fear in his eyes as he fiddled around with the delicate instruments, even as mortar shells exploded around them. One came particularly close to home, and the young soldier nearly dropped the entire machine. "We need it now!"

"It's no use, sir!" Eric Parker replied over the roaring gunfire. "It took a nasty hit a few minutes ago. I might be able to repair it back at-" Logan's ears perked up as he heard the whine of a shell approaching. With no time to do anything else, Logan hurled himself over the diminutive soldier, covering him with his own body as he did so. A violent explosion soon followed, one that was far more powerful than Logan could have predicted. It felt like a wave of electricity was washing over his body in waves. His skin began to crawl, and the hair on his neck stood up.

" _Logan!"_ a female voice shouted as he snapped his eyes open, and saw that he was in a hospital bed. A young woman, clearly of Japanese descent, was tending to his wounds. He blinked for a second, wondering if he had been caught by the Japs, until he saw a member of the top brass talking with Parker, who had his arm in a sling.

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**Present Day:**

"Logan," a calm, male voice said as his vision started to return. He was still in the infirmary, as far as he could tell. Only this time he was lying on one of the beds. On his left was a small table, with a glass of water and an empty cup, while on his other side a man was smiling warmly at him from his wheelchair. "Welcome back, old friend."

"Unggg.." Logan grunted as he sat upright, the memories in his head still fresh, just like he wanted them to be. He wanted to analyze them further, to see if they could lead him to uncovering more of his past. "What the hell...?"

"You passed out," Xavier said in a plain tone of voice. "For several hours. Out of the blue," he continued as he moved himself closer to the bedside. "You gave Doctor McCoy and Doctor Grey quite a scare," Xavier smirked warmly as he folded his hands across his lap, causing Logan to sigh, knowing this would be a long discussion between them. "What did you see?" the bald telepath asked with a serious tone of voice.

"I..." Logan said as he leaned back in the bed. "I was...I was back in the war. I-"

"Vietnam?" Xavier asked plainly as he leaned in closer.

"No..." Logan replied as he shook his head. "No...no the second world war. In Germany."

"The second world war," Xavier said with a surprised look on his face, which Logan shared. Neither of them expected that he could have lived so long. Logan knew his healing factor made it so he hadn't aged at all in twenty years, but still, it came as a shock to him. "That's impressive Logan. Can you tell me more of what you saw?" he asked. Logan knew full well that Xavier wanted him to recall his memories, as it made Xavier's attempts to delve into his subconscious mind easier. Much easier, which was why Logan was more than willing to comply.

"There..." he began as he let the memory come to the surface once more. "There was...fire. We where in Germany...last days of the war. I was...in the Howling Commandos. Captain America lead us into a battle." He said as he closed his eyes, as Xavier's mental powers unlocked more of the memory for him to see. He remembered Eric Parker, the brilliant young soldier who could speak several languages. "We got separated from the Captain. He went in to complete the mission...we held off Hydra forces." He inhaled deeply as the nurse's last name surfaced in his mind, "I got caught by a mortar shell...woke up. Woman named _Yoshida_ was tending to me. Parker and Colonel Williams where talking..." He strained himself, trying to remember more, but there was nothing. Nothing but a blank void where memories should have been. It was not for lack of trying, however.

"Logan," Xavier said in a comforting tone as he placed a hand on his shoulder. "Logan, there's nothing more. Not for today, at least," he said as Logan opened his eyes and sat back up in the bed. He noted Xavier's exasperated expression, which told him that the man had stretched himself to the limit. And when the world's most powerful telepath was stretched to the limit, it meant that there where very few doors left open.

"What now, Chuck?" Logan asked with a sigh. He was at an utter loss, as he kept picturing faces in his head, over and over again. Eric Parker. Captain America. Yoshida. A woman with white hair. The crying baby. Eric Parker. His mind was reeling as he placed his head in his hands. "I...I gotta leave, Chuck," he said with a sigh as he shook his head. He needed his space, he needed to figure out who the people in his head where, before it drove him mad. And this seemed like the best time, as he hadn't had that kind of mental breakthrough in years.

"I figured as much," Xavier said as he pulled away from the bedside. "Take as long as you need, Logan. And don't hesitate to call if you need us. But," he said as he pulled away, revealing the sleeping form of Jubilation Lee, dressed for her morning classes, and with her books piled by her feet. "I would encourage you to at least say goodbye to your favourite student. After all," he said with a wink, "she was the one who found you passed out on your floor, moaning loudly." Logan smiled, knowing that he should have expected something like that, as Jubilation had shown up at his door on more than one occasion. Whether it as because of a question that she had, or general concern for his well-being. On one occasion it had been after a nasty break-up with her long-distance boyfriend, who had suddenly found out she was a mutant and broken things off. Logan fondly remembered offering to 'cut his balls off' if she wanted him to. Of course, she had declined his offer after a brief fit of laughter.


	3. Out of Time

**Summary for the Chapter:**

> The clock begins to turn. A tragedy forges a legend. A deadly new player makes their move.

"Outta the fucking way!" A visibly disturbed middle-aged bald man screamed while waving his hand in an obscene way as Steve slipped himself over the hood of his truck. He was followed shortly by Jack Fury and Dugan, who still bore their assault rifles from when they had stormed the Red Skull's compound, while Steve on the other hand, only had his sidearm and three grenades, plus his round vibranium shield. All of which he fully intended to keep at hand, until they figured out where in the world they where at the moment. Inside, he cursed himself for dropping his rifle before trying to reach the Machine that Schmidt had built. It certainly would have proven very useful in the current situation. But instead, he forced himself to not dwell on that fact. Instead, he forced himself to think ahead, about the safety of the two men, and the families depending on him to make them come home in one piece.

The three of them had been running almost non-stop for what felt like hours, but in reality had been twenty minutes. Fortunately, the Super-soldier formula in Steve's body allowed him to keep running at top speed. He hadn't understood the logistics at first, but they had been explained to him by none other than Eric Parker, one of the soldiers under his command. Parker had been one of Doctor Erkstine's prodigies from an early age, specializing in both medical and social sciences. He had later joined up with the armed forces in order to avenge his teacher's life.

" _Your muscles can recover at an extraordinary rate," the young man had told him in the down-time after the battle for the Normandy Beaches. At the time, Parker had been bandaging up a wound that Dugan had received during the bloody, unforgiving onslaught. "The lactic acid that gives us the sensation of tiredness dissolves within micro-seconds in your body, as it is consumed as a fuel source. Becoming tired actually makes you more rested, in a way."_ Steve was certainly thankful for that at the moment, as he waved through a sea of multicoloured vehicles with his two fellow Commandos.

"Move it!" another man shouted as he honked his horn loudly. "I'm calling the cops!" the man continued as Steve vaulted over his vehicle with ease. The soldiers needed a place to hole up, he knew that. Because they where in enemy territory, they where at a disadvantage. What they really needed was high ground, somewhere for them to set up a lookout, for enemy soldiers. And that place certainly wasn't street-level Tokyo, or wherever they where.

"Captain!" Jack Fury shouted as he waved his hands towards the space between two buildings. "Over here!" Steve gave his second-in-command an approving nod. He knew that they also needed cover, as much as possible. After all, they could be targeted by keen enemy sharp shooters, like on so many other battlefields. Up until then, he had figured that the soldiers wouldn't shoot, for fear of the risk of hitting civilians. And he didn't want to risk his life on the _possibility_ that he was right, so he dove for the side-street. Dugan followed him closely, covering Steve's six o'clock by sweeping his weapon over the exposed areas, keeping the civilians back.

"We need a plan, sir!" Jack Fury panted as he leaned against the wall. "Not all of us have that miracle juice in us. We can not just keep-"

"Stow that talk, soldier," Steve replied sharply as he stood up straight. "The plan is simple. We find an airbase. Once we do, we break in and we steal one of their cargo jets." He was confident in his ability to fly them out of the country, even while evading enemy anti-air fire, "They should be prepping them for shipment to Italy," he continued as the rest of the plan continued to form in his mind. "Once we land, we head for France. That was Colonel William's last known location. We can-"

"Presuming, of course," Dugan interjected with a sigh, "that Schmidt left France still standing. We all know they would never be able to last through a second offensive like that. They barely lasted through the first one," the rifleman finished, with a tired look in his eyes. One which Steve understood fully. They had been fighting together for a long time, and Steve had never seen the man so exhausted. And who could blame him? The situation was completely unprecedented in his mind. They had been about to capture Schmidt alive, and bring him to justice for his war crimes when they themselves had been captured by one of the Red Skull's contraptions. Then they had found themselves in the middle of Japan, or one of it's islands. Though the fact that the locals spoke fluent English confused him somewhat, though not enough to distract him from his current mission, which was to get out alive.

"Incoming!" Jack shouted as a loud noise filled the air. All three of them spun around and levelled their weapons as two blue-and-white vehicles pulled into view. Something inside them making a horrible screeching sound as they did so. "Take cover!" Jack shouted once more, as he dove behind a large, metal box on wheels. The doors to the two vehicles opened up, and two men in blue uniforms stepped outside each one. Each of the men pulled out a sidearm, and aimed it towards the hunkered down soldiers, who didn't wait for a command. Jack and Dugan sprayed quick bursts of automatic fire, which caused three of the men to duck for cover. Steve, on the other hand, was much more careful with his shots.

He squeezed the trigger three times in rapid succession, and two bullets impacted near the fourth officer's cover. The third shot was completely on-target, and drove home into the man's chest, causing him to fall back, onto the ground. For the briefest of moments, Steve felt a pang of guilt for the man, seeing that he had been shot dead. Did the man have a wife? Did he have a son or a daughter? Was he loved by them all? Would the man's children understand that it had come down to Steve's survival or their father's? Because, after all, they deserved to have their loved one come home in one piece as much as any family of a soldier did. The sound of two bullets whizzing by his head brought Steve back to the present, and he fired off two shots, before being forced to re-load after raising his shield.

In the early days of his service career, Steve had been forced to drop his shield in order to re-load a weapon. But, over time, with practice, he learned how to unload and reload a weapon with ease. Now, he had the entire process down to just a few seconds, which was remarkable, for any soldier.

" _Officer down!"_ One of the men shouted, again in perfect English. _"Officer down!_ _I repeat, Officer Parker is down!_ We need backup-" Steve didn't wait around to hear what their backup was. He knew they needed to get out of there, and fast, which was why he primed one of his grenades, and tossed it, being sure to make the toss low to the ground, so that it wouldn't go anywhere near the civilians who where standing close by. The grenade rolled underneath one of the blue-and-white vehicles before exploding, sending the vehicle into the air by several feet. The distraction proved to be sufficient, giving Steve and his men enough time to get to their feet and sprint in the opposite direction. Steve hung back, and raised his shield, using it to block the shots ringing out from the Japanese soldiers, as he returned fire with his own weapon. As he shot out two rounds, a black vehicle with a much larger rear portion pulled into view, and out dropped six soldiers, each of whom was much more heavily armed than the previous four.

"Into the building!" Steve shouted as he kicked open the nearest door, and beckoned his troops inside.

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"Sir!" Agent Blake said as he entered the small office, addressing the man sitting behind the desk as he did so. "Sir, we've picked up something peculiar on our radio," he continued as he let his hands fall to his side. The man behind the desk smiled as he folded his hands in on one another, and nodded. "NYPD dispatch radio traffic told us about a shooting downtown. Said that there are three men wielding assault weapons running through the streets. They engaged a pair of patrol cars in a firefight in Japan-town," Blake said with utter surety in his voice as he was scrutinized heavily by his commanding officer.

"And this is interesting to us?" the man sitting behind the desk said firmly, with a questioning look in his eyes. One that pierced Agent Blake's stoic exterior, causing him to become slightly nervous. "Shootings happen all the time, Blake," the man behind the desk said with a slight sigh, "why is this one any different?"

"Because, sir," Blake replied as he re-gained his confidence, and tightened his muscles. "The soldiers where wearing witnesses describe as World-War two era gear. And-"

"Did Wilson Fisk's men raid a museum?" the man behind the desk asked.

"No," Agent Blake replied as he shifted his feet, coming to the most peculiar part of this impromptu meeting, "No, sir. They say that...that the soldiers are being led by Captain America. I request that you send-"

"Request approved," the man behind the desk said firmly as he shot to his feet, nearly spilling the coffee that rested on his desk as he did so. "I want boots on the ground. I want us there in less than ten," the man continued as his chest heaved in and out. "We can't let Hydra get their hands on him!" Blake snapped to attention at his commanding officer's words, before turning in his heels and speeding out the door of the office.

He entered a short hallway, which lead into a common area, lined with couches and a small table. On the far side was a small bar, fully stocked. Next to it was a small kitchen, again, fully stocked, as an army couldn't march on an empty stomach. And that was what they where, an Army to stand against those that the world wasn't quite ready for yet. He hurried pas the bar and kitchen, and into the back half of their mobile command centre, where the armoury was located. Six soldiers, four male and two female where standing at the ready, as per his orders. He had wanted them to suit up, because he had had a feeling that his commanding officer would give him the green light, and he wanted them ready in time.

"Stow your gear," Blake said firmly as he grabbed a Kevlar vest and strapped it to his body. "Make ready for a quick drop. Our mission has been approved." He continued as he grabbed himself a firearm, which was located on a gun rack to his left. All around him, his fellow teammates did the same, preparing themselves for a mission.

"Let's hope Hydra doesn't send in _the Cat,"_ Daniel Rand, the hand-to-hand combat expert on the team muttered as he slipped a ammo belt around his waist. Blake looked up, blinking as his eyes swept over the four long, thin scars that stretched from his left cheek to right temple. He had received those marking after making the mistake of challenging one of Hydra's best operatives in single combat, even after Blake had ordered him not to, because of the operative's brutal fighting style and track record.

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"Cap, we have got to move!" Fury bellowed as something rammed against the steel door, despite the super-soldier's firm grip on it for the last ten minutes. Outside, he could hear the sound of men shouting indistinct words. Some of them sounded harsh, and where directed at the door itself. And still, most of them sounded English, which still nagged at him. Why would Japanese soldiers speak English? Was it all a trick to try and earn his trust? If so, why had they drawn their weapons? Why where they trying to force their way inside? _I will discuss this with Colonel Williams when we get back,_ he re-assured himself, seconds before abandoning the door and rushing up the stairwell, with Fury hot on his tail.

"Stay behind me!" Steve shouted as the steel door fell off it's hinges, and six soldiers rushed inside. Fury disobeyed Steve's order, and stayed stationary in order to return fire with his rifle. However, three of the enemy soldiers where carrying large shields, which, while still bulky and heavy-looking, provided them all with enough cover to hide behind. Which they did, and Steve heard the _click_ which indicated that Jack was completely out of ammunition. Steve forced himself to turn around completely, as he tossed his shield right in the face of a man peering out from cover. It impacted, snapping the man's head back as Steve launched himself into their ranks, knocking them over in one huge pile.

"Fury!" Steve roared as he grabbed one man by the neck, and drove his fist into his gut. "Go! Now!" he bellowed as he kicked another man back as another went for his gun. That man never got close, as Steve drove his heel into the man's kneecap, snapping it with ease. Two more tried to grapple him from behind, and promptly found themselves being disarmed and thrown into the wall.

"On the ground!" the final officer shouted, as Steve felt the barrel of a gun being pressed against his neck. Acting fast, he spun around, and grabbed the man's wrist. With a single, mighty yank, he managed to pull the weapon out of the soldier's hand, and break the man's wrist at the same time. The soldier fell to the ground, as Steve heard more shouting coming from outside, which told him to get out of there as fast as he could. He stopped only to grab three more rifles, for his men, because he knew they didn't have enough ammunition for another firefight in their current weapons. And from the sounds coming from the other side of the wall, Steve knew that another firefight was coming very soon. So he rushed up the stairwell after grabbing his shield from the ground, towards the open door which Dugan was standing in, holding his weapon aloft and ready for action.

"Inside! Now!" Steve barked harshly, as he pushed the man through the doorway, and closed the door tight. He spun around, looking for anything that could be used to their advantage. It looked like an office building of some sorts, with many wooden desks lying around, seemingly abandoned for some time. Machines where there as well. Six of them where close to the door, and Steve decided that they would make an excellent barricade. So, with his foot, he pushed two of them over to the door, after handing the weapons to Jack and Dugan. Both of whom eyed the rifles suspiciously. "Make a wall with those desks," Steve barked as he pointed towards the desks, before turning towards the large windows on the side. They where tinted, so he knew that snipers would have a hard time seeing through them.

"Captain!" Dugan shouted as he pointed towards the door, as it bulged inwards slightly. It seemed as though the soldiers where trying to get through again, and almost succeeded. In order to ensure their safety, Steve pushed another two of the heavy machines against the doors. That seemed to be enough to force the men on the other side to stop, which was a relief.

"Captain we can not keep going," Jack said with an exhausted sigh as he slumped against the makeshift barricade. "Not like this, Captain. We need to rest. We need food. Drink. A radio," the man continued as he wiped the sweat off his brow. Steve understood where he was coming from. They had begun the operation at four in the morning the previous day. And now it seemed like it was mid-morning. If he didn't have the super-soldier serum running through his body, he would have been right there, beside Fury and Dugan, completely exhausted.

But he couldn't afford that luxury. He needed to be their Captain, their commanding officer in this time of need. So, he remained on his feet, and inspected the makeshift barricade of desks. He was sure that it would hold out against a minor assault, but he had it's doubts about a long, drawn-out battle. Like the one that was ahead. For the first time in his career as Captain America, he considered the possibility of giving up. After all, surrender was not a dishonourable action, and it would help ensure his men's safe return home, in the end. Much more so than risking all their lives in a drawn-out fight to the death, which was coming.

However, the knowledge that some enemy commanders had a habit of killing prisoners of war weighed on his mind heavily. He had seen this personally, after storming several compounds and seeing fellow soldiers, some of whom he had known, with bullet wounds in the back of their skulls. He sighed as he realized that his enemy could not always be trusted to follow the rules of war, like he tried his best to.

"Captain," Dugan said from where he sat, braced against the barricade, holding his rifle at the ready. "Sir, I just wanted to say that-"

"We are all getting out of here alive," Steve replied briskly as he moved to his fellow Commando's side. "That I promise you. Because we have a duty," he continued as he took in a deep breath, " a duty to the families of our fallen brothers. We swore-"

"We swore that it would always be a Commando to tell the family," Dugan cut in as he shifted his shoulders, and Jack Fury checked his grenade count. "I...I volunteer to deliver the news to Parker's wife. He just had a son and-"

"We do not know their fate," Steve said as he put a hand on Dugan's shoulder, in a supporting gesture for his fellow soldier. "Howlett wouldn't let anything happen to them, not if he could save them," Steve continued, trying not to imagine the burnt bodies of his fellow soldiers. He wanted, needed to believe that some of them had made it out alive. Because they where the toughest of the tough. The bravest of the brave. They had a mission, and they would see it through to the end.

 _Crash!_ Three of the windows shattered as grappling lines shot through them, and embedded on the other side of the wall. Five in total, and they seemed to be coming from an adjacent building. Steve spared a single glance outwards, and saw five figures riding the lines in a rapid descent. So rapid that he only had time to fire off a single shot from his newfound rifle, before being forced to roll to the side, out of the way of a hurdling mass of a soldier. The soldier tucked and rolled, sparing themselves any injury as Steve got back to his feet.

"Hydra wants them all alive," the soldier barked, surprising Steve with the fact that it was a woman. And what a woman she was. Steve was taken aback when she spun around, and drew out two long sticks, which buzzed with some form of electricity. H e eyed her up and down, as he would with any enemy soldier. The first thing that he noticed was that she was just as tall as he was, which was odd, as he was the tallest soldier in his entire unit. The second thing he noticed was that the ends of her gloved fingers where bladed, like a cat's claws. He understood that those would be dangerous in close quarters, and made a mental note to avoid them at all costs.

The third, and final thing that he noticed was her snow-white hair, which reached down to her shoulders. She wasn't old, by any means. In fact, she looked rather young, to be in her early twenties, he figured. He wondered if her hair colour was artificial, in the brief few seconds before she started to swing her two weapons, one of which nearly caught the back of his leg. In response, he swung his shield out in and arc, but the woman ducked underneath it with ease before snapping her leg out. This time, she managed to catch him, forcing him to one knee. But he was quick to recover, and slammed his shield into her side. Or he tried to, at least. Somehow, she anticipated the strike and vaulted over his head.

As the woman sailed overhead, time seemed to slow down, and Steve took note of the small glass vial which was strapped to her neck. He had just enough time to make out the fact that there was a small tooth enclosed within, before the woman's foot came sailing towards his face. He raised his shield, in an attempt to block the blow. It worked, as her foot glanced to the side. However, the woman was once more to fast for him, and grabbed the rim of his shield with her clawed hands. She proceeded to pull, with strength that even Steve had trouble matching. A vicious tug-of-war ensued, as t realized that in this situation, the loss of his shield could mean the loss of his life. Never before had he been so worried for his own life, as he was at the moment. It seemed as though the woman had all the strength that he had, housed within her body. A feat which he did not understand, as he was the only survivor of the Super-soldier program. Unless she was one of Hydra's experiments, in which he figured she would have some form of deformity, such as red skin like Schmidt had.

"We don't want to kill you," the woman said with a strange accent as she kicked him away. The force of the kick sent his shield out of his hands and to the far side of the room. "Come quietly and we will-" she began as Steve charged her head-on, knocking her over as he did so.

"No offence Miss," Steve bellowed as he slammed the woman to the ground, before striking her in the midsection. The blow seemed to hurt his hand more than it should have, evidence that she had something similar to what he had in his bloodstream. And speaking of bloodstream, he felt something sharp dig into his left arm, causing him to look down. He saw the woman retracting her hand rapidly, as she kneed him in the stomach. He guessed that she had tried to stab him with something, like a knife. "But I don't take orders from Hellfire soldiers like yourself," he spat defiantly as a few drops of blood slipped out of his shoulder.

"I'm not Hydra," the woman hissed, almost like he had insulted her in some manner. "they just have me under contract," she continued as she swept her foot low, and Steve backpedalled out of the way, and brought his rifle to bear. He wasn't fast enough, however, as the white-haired woman lashed out with her clawed hand, and struck the left side of the barrel. A follow-up strike with her electric baton hit him in the rib-cage, causing his body to go into spasms as the door burst open, revealing four armed soldiers, who opened fire on the woman and the soldiers under her command. "Next time, maybe," the woman snapped before back-flipping out of the line of fire, and out the window. Her soldiers followed her, but Steve saw Fury bring his weapon around, and fire it into one of their backs, sending the man sprawling on the ground in a pool of blood.

"Get a medical team!" the leader of the four men shouted as he rushed over to the fallen Hydra soldier. The Hydra soldier, as it turned out, was not dead, and drew a knife out, in an attempt to kill the man who was checking his wounds. However, the man in question was to quick for him, and snapped the Hydra soldier's arm.

"Captain!" Dugan shouted as he rose to his feet, pointing his rifle at the four men who had just entered the room.

"Hold your fire!" Steve shouted hoarsely as he rolled back onto his feet, still feeling the effects of the woman's electric baton. He studied the men closely, pondering the idea that they might be allies of some sort. Perhaps they where some sort of resistance against the Hydra regime? They spoke English, which made him think they where allies. But, then again, the woman had also spoke perfect English. His mind began to swirl, as he thought of the possibilities. But, one thing was sure, he wasn't going to be able to fight his way out of there. "We surrender," he said, as he dropped his rifle to the ground. Both Dugan and Fury looked at him tentatively before dropping their own weapons.

"Captain," the first soldier said as he snapped to a sharp salute, "Sargent Daniel Rand at your service. We need to get you and your men back to base," he said as he broke out of the salute, and turned back towards the door. "Head for the roof. We've got our way out," the man finished as Steve fell into step behind him, hoping that he hadn't made a mistake.

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"Your mission was a success?" he asked his prime operative, codename Black Cat.

"It was," the white-haired woman replied as she handed him a small syringe, which contained a sample of blood. The Super-soldier's blood, to be precise. If his calculations where correct, then the blood was the key to their success in the days to come.

"You are dismissed," he said, as he waved Black Cat away. On the other side of the room, one of his chief associates, a man named Miles Warren, stepped out from the side of the wall. He approached, eager to get a closer look at the sample,a wish that the man was more than willing to grant, as he handed him the syringe.

"If I may ask," Warren said bluntly as he examined the syringe closely, "sir. Why keep the Black Cat around? She's not going to be needed anymore once-"

"I require her for one further mission," the man with the cane replied. "And once she has completed her mission, she will be free from her contract. She will be free to do as she wishes, because, frankly, there is nothing she can do to stop us once we have one more piece to this puzzle."

"Sir," Warren interjected, "I believe she knows to much. If she where to go to _say_ -"

"There is no one on this planet that stands a chance of stopping us," the man with the cane snapped briskly. "They have a Super-soldier. If the Black Cat joins them, they will have two. But as for us?" he smiled gleefully, "we shall have _thousands._ And no one, even the great Captain America, will stop us." His smile subsided as he returned to earth, away from his glorious dreams of conquest. "But, Doctor Warren," he said as he leaned forward, "the Black Cat's...insubordination will be dealt with," he continued as Warren slipped the syringe into a test tube. "And I also trust that you have a perfect candidate in mind for our test of _In-325?"_

"I do," Warren said plainly.

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"Captain Rogers," a man in a black business suit said as he was escorted towards a large, black plane that was parked in a large hangar. Around the plane, an assortment of twenty people bustled around, performing various tasks. "Sub-director Phil Coulson at your service," the man said as he extended a hand. His words confused Steve somewhat, as he had never heard of a military ranking named 'sub-director' before. It was always 'director', in his mind. "If you'll follow me," Coulson said as he beckoned him forward, into the belly of the plane. Steve cast a single glance back, towards his two fellow Commandos, who gave him re-assuring nods as he walked up the ramp, and into the most bizarre plane he had ever been inside. Unlike the simple cargo and drop ship planes he had been on before, this one seemed to be more like a walking armoury. Weapons lined one side of the belly, while protective gear lined the other. In one corner of the belly, there was even a wooden dummy, not unlike the ones Steve had used while being trained in hand-to-hand combat. Even further in, was a stairway that lead the two of them into a comfortable-looking rest area. And that was where the sub-director stopped.

"Which division do you report to?" Steve asked bluntly. "Navy? Rangers? Air-"

"No," Coulson replied calmly as he folded his hands over one another. "We report directly to the U.N's world security council. Or, more specifically, the Prime Director does. I report to the Prime director, like the other sub-directors do. I oversee operations here on the mainland, along with one or two other teams," he smiled as he walked over to what looked like a science-fiction version of a bar. "Whiskey?" Coulson asked as he grabbed a clear bottle from the shelf, "you might want it before I tell you what I'm about to."

"I will pass," Steve said firmly.

"Your loss," Coulson said as he poured himself a drink. "It's from south Italy. Some of the best I've ever tasted. Anyway," the man continued as he raised the glass, and took a single sip of the contents within. Steve shifted his feet in anticipation. "You're not in Germany anymore, Captain. The war is over. It's been over for some time now. We-"

"Hitler's been killed?" Steve asked, with a confused expression. He had heard about the final attack on Berlin, but figured that the Fuhrer would have been able to hold out for some time.

"He has, Captain," Coulson replied as he set the glass down. " Almost seventy years ago."

"Sev-" Steve began, as his mind began to swirl at the thought. He knew a liar when he saw one, and Coulson was not lying to him. His face remained completely straight and neutral. So the Super-soldier was forced to clutch the nearest object he could for support, in order to avoid falling over. His friends, his family...they where all dead. "Impossible...the battle-"

"Was a success," Coulson said with a comforting tone of voice. "Schmidt's fortress was destroyed in the explosion caused by one of his devices. I assume you had a hand in that?" Steve nodded, remembering the white flash of light that had brought them all into the future, seemingly. "The casualties where high, but not nearly as high as they could have been. Fifty-six Howling Commandos made it out alive, and kept the dream going."

"What?" Steve asked as he looked up, into the man's eyes.

"They continued to serve," Coulson explained slowly. "They grew in numbers once the war ended. They where instrumental in the formation of the U.N, and now...well," Coulson continued as a smirk edged at his features. "Now we're spread worldwide. Some of us serve as liaisons with different governments and agencies, such as the F.B.I, C.I.A, and R.C.M.P. While others are deep undercover, trying to root out what remains of Hydra and other terrorist organizations. We currently have three hundred operatives in the State of New York. Each of them assigned to a small base of operations, like this one. My team goes from base to base, to oversee important operations."

"Then why are you here?" Steve asked as he tried to focus himself.

"Because," Coulson answered, "we've been tracking a particular individual for some time now. We don't know his name, only that he's a high-ranking individual within Hydra. Possibly one of it's leaders. It was his men who tried to kill you."

"They infiltrated the police?" Steve asked.

"No," Coulson replied. "No, those where real police officers." The moisture in Steve's mouth went dry. He had killed an innocent police officer, who had been trying to protect more innocents from what he thought was a danger to the public. On top of everything else he was experiencing, it made him feel sick to the core. "But the woman," Coulson asked, 'can you describe her?" Steve nodded as he blinked his eyes.

"She was tall," he said with a sigh, "as tall as I am. She was unusually strong, and had snow-white hair." Coulson's expression changed to a more relaxed state, as if he had a huge load taken off his shoulders.

"The Black Cat," Coulson sighed as he took another sip of whiskey. "Hydra's number one field agent. We've...come across her before." He continued as he sat down next to Steve, and set his hands on his knees. "After the war," Coulson explained, "the Commandos, along with the entire U.N, wanted to create new super-soldiers, in case we where ever faced with someone like the Red Skull again. So, top minds examined Dr Erkstine's work, and improved upon it. They produced ten soldiers. One went completely insane, while the other nine where specimens of perfection. They where stronger and faster than any soldier. Their brains where enhanced, to the point of gaining the ability to mimic the fighting styles of others, which the scientists called 'photographic reflexes.' They also where able to heal at an extraordinary rate, faster than any could have predicted. Mortal wounds would be closed within seconds."

"And where are they now?" Steve asked, doing his best to get his mind off the fact that he had killed a police officer.

"Twenty-five years ago," Coulson said with a heavy sigh, "Hydra attacked the base from within. They managed to steal the last sample of the improved serum. As well as kill off everyone inside the base. They made off with the serum, and a few years later, she started showing up around the world, Hydra's own Super-soldier." Steve continued to shudder, as the thoughts of Hydra owning a super-soldier mixed with his feelings of guilt and the knowledge that almost everyone he had ever known was dead. Dead for seventy years. Where did he have to go in life?

The answer to that was simple, very simple. It came to him as a realization that his family lived on, both in himself and in the organization they had built. He concluded that the best way to honour their memory was to serve in the name of righteousness. He would take a place on Coulson's team, and perhaps he would get a chance to destroy Hydra, once and for all. He would complete the mission that the Commandos had started, and bring peace to the world as best he could. It was his duty. After all, he was Captain America, the world's answer to monsters like Hitler and Red Skull.

 

                                                                                                   xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

 

"Benjamin Parker was..." Captain Stacey began to say to the assembled crowd of people, all of whom had come to say their final farewell to Uncle Ben. Most of them, Peter didn't recognize, either from being members of Aunt May's side of the family, or from the police force. Over sixty people had shown up, which was an impressive number, in his humble opinion. Most of them where fellow officers in full dress, and members of their families. A few rows back, he had spotted Melissa Kallenback, a girl he went to school with who was also the daughter of a police officer. She had been one of the first people outside of his social circle to give him their condolences. He had later found out that her father had been one of the officers to respond on-scene, and had managed to escape with a bullet in his shoulder. _Not everyone was so lucky, where they?_ He hissed internally as he clenched his fists, remembering them moment that his entire world had been shattered.

It had been the middle of lunch break. Peter was sitting with Gwen, talking about the upcoming grand opening for _StarkLabs._ They both wanted to go, but knew full well that they'd never be able to afford a single ticket, even if they pooled their money together. Gwen had suggested that they make fake I.D's from the Daily Bugle, a local newspaper which was sending several reporters. Most of whom, Peter assumed, would know nothing about the significance of the event. That fact alone made the idea all the more painful, because the two of them had been following work of the lead scientists, a couple of Bio-chemists named Doctor Micheal Morbious and Doctor Curtis Connors, for several years.  
Mary-Jane passed them by, stopping to only exchange a few words with Gwen before the entire room stood still. Peter's eyes had followed everyone's gazes as they watched two police officers enter the room. Both of whom looked very tired, and had grim expressions on their faces. Expressions which Peter knew where never a good thing. He glanced over at Gwen, who looked relieved to see her father. She got up, and hugged him, which was what alerted Peter to the issue at hand. He didn't want to believe it at first. He couldn't believe it. He had just spoken to his uncle earlier in the morning. Death was something people got a chance to prepare for.

He never got that chance. He never got the chance to steady himself for what was going to happen in the end. Instead, it was all let out at one moment. A wave of blonde hair had swept over his vision as he had done his best to remain standing. That had been five days ago, and he still wasn't sure he was completely alright. He blinked as he looked back towards the Captain, who was continuing his speech. Something about their days at the academy, was all that Peter heard or cared about. Instead, he found himself being drawn towards a single figure standing at the top of a nearby hill, watching over them.

Peter didn't know if the person was simply watching them, waiting to visit the casket, or waiting to visit another marker nearby. He simply thanked the individual for their consideration and sunk his shoulders low. Beside him, his Aunt sat, constantly wiping tears from her eyes with a handkerchief. He didn't bother trying to console her, because he didn't know how much good that would do at the moment. After all, they had never been that close before Uncle Ben had died, and now it seemed as though they where more apart than ever.

"-lives on in all of us," Captain Stacey finished with a sigh as he signalled to the honour guard. In unison, they all snapped to attention as the mourners rose to their feet. Shots began to ring out in unison, each of them sounding like a nail in the coffin. The final heartbeat of a spirit laid to rest. The footsteps of a coming doom that could not be escaped by any person. A wave of silence crashed over them all as they each bowed their heads one final time, before slowly ambling off, until only Peter remained behind. He found himself rooted on the spot, unable to move forward or backwards. He couldn't move, or speak. He wanted to cry, but his tears had long since been expended. So he was left with making simple choking sounds that sounded like a dying animal.

There was so much that he regretted at that moment. Why hadn't he taken the time to say 'goodbye' properly? Why did he have to simply wave his hand and mutter 'yeah, yeah, yeah' on his way out the door? He should have realized just how dangerous Uncle Ben's job was, and taken the time to speak with him at least. But what was there to say? Would they have talked about? the weather? Sports? Local news? There was so much but yet so little for them to have discussed. All he had to do was pick something and do it.

"Peter?" A soft, familiar voice asked from behind, causing him to turn around. There, he saw Gwen Stacey waiting for him near an open car door. She was wearing a simple black dress with long black gloves. Her hair was tied back in a bun, and she was staring at him with condolence in her eyes. "Peter, you coming?" She asked, as she looked back towards her father, who was in the drivers seat of the car.

"Why?" he asked as he kicked his feet against the dirt. "Does it really make a difference?" He continued as he spun himself around, looking towards the sky.

"What do you mean?" Gwen asked as she approached him, resting her hand on his shoulder.

"Does it make a difference?" he repeated as he stared her down, giving a long sigh as he did so. "I mean, If I went and jumped off a cliff right now, what difference would it make?" he looked once more towards the hillside, where the lone figure was still standing, as a solitary watcher. He wondered what was going through that person's mind at that moment. Where they questioning themselves? Where they wondering why there where two young adults waiting outside a car? There where so many possibilities that it boggled his mind.

"The first thing that would happen," Gwen said as she gripped his shoulders in a loving, but serious manner. It was the kind of gesture that she always gave him, but to an extreme. It spoke tones that weren't vocal in any way, shape or form. "Is that I would be tempted to join you. And then my father would join me. And then someone would follow him. And that person would be followed by someone they love. Suicide is not the answer, Peter."

"Gwen, but I-" he began.

"No," she said, silencing him effectively by placing her hand over his mouth. "No, Peter, I'm still talking to you. If my father had died, and I decided to go jump off a bridge, would you follow me?" she asked, with the most serious expression in her eyes. He was in shock, and didn't know how to properly respond to her words.

"I-" he tried to say, not wanting to imagine a world without her as well.

"Well let me tell you something," Gwen said as she wrapped her arm around his shoulder. "I wouldn't want you to," she said as he noticed that she had begun to lead him towards the car, ever so subtly. He knew that he should be resisting, but refrained from it. Gwen was his friend, and he knew that she always had his best interests in mind. It had been that way for a very long time now, and was even more pronounced in the past week. "I would want you to get up every morning and start a new day. I would want you to go out into the world and experience life to it's fullest. Maybe you'd eventually find a replacement for me out there and-"

"I can't replace you," Peter said as he stopped her in her tracks. "Gwen-"

"Well you'd have to," Gwen remarked softly with a sigh. "And you'll eventually find a replacement for your Uncle. And for your father. And for your mother. I know," she continued as she batted her eyes. "My dad's gone through a lot of women, looking for the next Mrs Stacey. And none of them have fit properly. But the way I see it is that he's getting closer to finding the right one out there somehow. And so will you. Maybe it'll be tomorrow. Or next week. Or three years from now," Gwen said as she opened the car door. "But it'll come. Eventually."

xxxxxxxxxxxxxx

Steve Rogers waited at the top of the hill. He watched the ceremony in it's entirety. He watched as the motorcade arrived, with a missing man formation. And he watched as each and every mourner paid proper respects to the deceased officer. He wanted to join them, but refrained from doing so for two reasons. Officially, he wasn't alive yet. Phil Coulson had told him that there would be a proper reveal ceremony, after an official cover story had been made. After all, they couldn't say that Captain America had shot a police officer.  
Not that he necessarily agreed with that sentiment. He always believed that the news should report the truth, and nothing more. That it would be a disrespect to the deceased officer to cover his death with a lie. As it was, the man's official death would be in a shootout during a drug war. It was all being arranged with the officer's captain.

But in his heart, Steve knew that there might not be any peace for the family of the deceased. It nearly killed him inside as he watched a young man linger for a while, after everyone had left. He had come very close to stepping down, off the hill and giving the young man some solace. The only thing that stopped him was the sight of a young woman of the same age, more or less, doing just that.

So much pain, caused by one simple action. It baffled him as he watched the last car leave. As soon as he felt that he would be alone, he approached the casket. It was beautiful, in his mind. Very fitting for a hero. The white and red roses added a nice touch, set against the black void of the wood. He ran his hand along the surface, marvelling in how smooth it was, before glancing towards the headstone. His heart skipped a beat as he saw the name etched across, in bold lettering.

Benjamin Eric Parker

Beloved Husband,

Son,

Brother,

Hero.

At first, it was as if he had seen a ghost. Over the past few days, he, along with Jack Fury and Dugan, had been looking up the names of their fellow servicemen. Those who survived, it seemed, had gone on to live happy lives, even as they continued the dream. Most had started families of their own. They had children. Grew old. And eventually died. The only two that they had been unable to uncover any information on where Eric Parker and James Howlet. All information on their whereabouts had been lost in a violent fire some twenty-five years ago, before the supposed 'age of computers'. The only thing that they knew was that Eric had born a daughter. Nothing more than that. No name, no address, no marriage certificate. There wasn't even a marked grave, because they had never found his body. He had died in a violent firefight with Hydra terrorists, on the night that the other super-soldiers had perished. So, instead, they imagined their own version. They pictured that he had gone out in a blaze of glory, holding off Hellfire soldiers, just like in the old days.  
There where worse possibilities.

"I'm sorry," Steve said as he rested his hand against the granite marker. "I'm so sorry. I-"

"The dead can't hear us," a woman's voice said, causing him to turn around. What he saw was a young woman, no older than twenty years old, by the sound of her voice. She was dressed from head to foot in black. A veil hung over her face, obscuring it from view. She carried herself well, and held a rose in one hand, and a small purse in the other.

"Neither can the deaf," Steve reasoned. "But we still speak to them."

"The deaf can read lips," the woman replied as she laid the rose against the casket. "the dead cannot. I would know."

"Did you know the man?" Steve asked quietly.

"I did," the woman replied, as a black van pulled up nearby.

"Well?" Steve asked, tentatively.

"Very well," she replied as Phil Coulson stepped out of the van, and motioned for him to come forwards. Steve did as he was ordered, only pausing halfway to the van, in order to look back towards the woman. Unfortunately, she seemed to have vanished completely into thin air. He let out a sigh as he returned his thoughts towards Coulson, who he was sure wanted to discuss his imminent 'return from the dead' event. Not that Steve cared, he just wanted to serve his country in the best way possible.

xxxxxxxxxxxxx

"How's he holding up?" Her father asked as soon as they where relatively alone in the small hallway. They where in the Parker's house, for a quiet supper with some close friends and family of Ben Parker. Though Gwen go the feeling that some people there just wanted the food, while others, particularly her best friend in the world, only wanted to be alone.

"As well as you'd think," Gwen replied with a sigh, as she looked towards Peter, who was hanging his head low. "I'm doing my best to distract him, but-"

"He doesn't want to be distracted," her father sighed as he clenched his eyebrows, obviously frustrated with something. "He wants to sit and mope about it."

"He _is_ moping about it," Gwen corrected as she crossed her arms in front of her body. "He's shut-in. He hasn't been going to school for the past few days. I don't think he's missed that much since he broke his knee, and it had to be operated on." She continued, as a relative of Peter's Aunt passed them by, muttering to herself. "The best I was able to do was take him to the movies the other day. And even then-"

"I get it," her father replied with a wave of his hand. "He needs something big to take his mind off things," she watched as the man pondered himself for a second before continuing. "I remember him saying something about a _Starklabs_ grand opening. Would-"

"Dad," Gwen interjected, knowing where he was about to go with his words, and wanting to stop him right there. "I doubt you'd be able to afford a single ticket if you sold the house. _Maybe_ if you sold the house and your body to science. And that's a big maybe. I think that-" she tried to say, but he cut her off.

"Let me worry about tickets," he said calmly, as he placed a hand on her shoulder. "I know someone high up in the company. I want you to just focus on him, okay?" he asked, as he turned her around, and helped her into the room, where the table was being set for a quiet dinner. And it was very quiet. Hardly anyone spoke, save for an occasional 'can you pass this' or 'thank you'. Underneath the table, however, Gwen made sure to squeeze Peter's hand, as he looked over at the empty seat that his Uncle used to fill, at the head of the table. Eventually, the conversation picked up, and moved to less depressing subjects. Some of which where aimed in Peter's direction. And on the surface, he seemed to be engaged in the conversation. However, Gwen was very quick to see through his facade, enough to know that he was faking it, and every question was just testing his nerves further and further.  
It got to the point where she could see him gritting his teeth, and clenching his hand into a fist. So, She decided to be somewhat proactive about it, and quietly gestured towards him to follow her into the hall, and up the stairs. They did just that, despite the snorting coming from the other end of the table. Once they where successfully alone, she turned towards him, and planted her hands on her hips.

"Talk." she stated simply, with an unrelenting glare as she pushed him onto the bed.

xxxxxxxxxxxx

George Stacey was not a man who was easily angered. You could ask anybody, and they would tell you that fact. People had run into his car before, and they would share a beer the next day. You could make a rookie mistake, and he'd be laughing about it in an hour. You could spill his coffee on his favourite shirt, and he'd forgive you, once you got him a new coffee and replaced his shirt.

What you could not do was expect you tell help the man who shot one of his best friends, even if it was inadvertently, without any questions asked.

Which was what Phil Coulson, the local Sub-director for the 'Howling Commandos' was trying to do at the moment. A well-spoken and unassuming man, Phil Coulson was not the type George usually disagreed with. He was very pleasant about his request, and seemed to be going through all the proper channels and regulations that their respective departments had set up. That was, when it came to the request itself. When it was concerning the death of a great man, Coulson seemed to be more than happy to say it was a 'tragic' gang war. And what was worse, was that George's superiors agreed with him. Though, that was only _after_ they where promised a trade-off of a known criminal's take-down. The NYPD would be given full Coulson's agents accomplished, in return for their silence. "Have all the arrangements been made?" Coulson asked in a calm manner. One which made one of his flanking agents, a man who was completely bald, with four scars across his face, roll his eyes.

"They have," George replied with a slight snort as he got to his feet. "The northeast corner of Times square will be sealed off. A theatrical crew has been hired, and paid well for their silence. I assume-"

"Your department will be fully compensated for it's efforts," Coulson said with a wave of his hand. "We will be giving you everything we have on the Kingpin's connections to Hydra, as well as several middle-eastern terrorist organizations that they fund. Namely the Ten Rings." George let out a hard sigh as he circled around his desk. He contemplated telling the man off for completely disregarding the arrangements for the funeral, which he felt that should be covered by the Howling Commandos. But, he refrained from doing so, as he wouldn't want to risk losing the Kingpin information, which he knew that was desperately needed. "Is something wrong, Captain Stacey?" Coulson asked politely. After a brief pause, the man's face relaxed, as he seemed to come to some sort of conclusion. "He was your friend, wasn't he?"

"He was," George replied. "I still don't like the idea of-"

"How do you think the country would react if they knew what really happened?" Coulson said with a plain tone of voice.

"I know how they'd react," George said with a nod. "However, that's not going to change the fact that he doesn't deserve his memory to be a lie. He deserves to have the truth out there, if for no one but his wife and nephew."

"I never saw a nep-" the scarred man began to say, only to be cut off with a wave of his hand.

"There is nothing more to say in the matter," Phil said sharply, before leading his man out the door, seemingly reprimanding the agent as he did so. George had a feeling that the man would be receiving a pay cut, or a distasteful shift for attempted insubordination. Not that he really had the time to care, as he checked his watch, and noticed that it was nearly time for him to go out, and have lunch with Tony Stark's secretary, who he had managed to squeeze a phone number out of after her boss/brother had been robbed. They had been meeting twice a week for the past month, and he found himself enjoying those lunch dates greatly. Although, today he knew the subject would be somewhat grim, as he planned to ask about gaining access to the grand opening of a new laboratory, for Peter's sake.

 

                                                                                                               xxxxxxxxxxxxxxxxxx

 

He sighed to himself as he shut down the controls to the jet, after landing in a clearing. He turned his seat around, and pulled a survival kit from the side of the plane. He had left the institute in a hurry, and only had enough time to gather the essentials.

He exited down the ramp, and headed towards a treeline. He swept aside a bush thicket, which gave him ample view of a clearing, in which he could see the remains of several military-style buildings. After waking from his miniature coma, he had begun to do research on the name he had heard in the memory.'Williams' was a top-brass member of the Howling Commandos, who had operated out of 'Camp Hammond' while on American soil, until they had disappeared overnight. All they had left behind was the base itself, and Logan hoped to find at least some answers there.

He had so far been unable to find anyone associated with the base named ' _Yoshida_ '. He hoped that the mystery behind who she was would be revealed. But he knew the chances of that where very slim, almost non-existent. But still, he held out some hope, even as he crept out from cover. Slowly, but surely, he began to make his way towards the centre of the square, where the parades would have been held for all to see.

He stopped as he felt his foot brush up against smooth stone, much smoother than what should have been there. So, he knelt down to investigate further. Even though it was still pitch-black outside, he could make out faint letters by the moonlight. He could see a round, blue shield surrounded by stars and words. Many of which where in different languages, which he couldn't read. But, luckily, he managed to find English fairly easily.

Long Live the Dream

Those words he remembered. That was the creed of the Howling Commandos, a division which he now remembered being a part of during the second world war. He had gone on a number of very dangerous missions with them after joining, and usually revelled in the most suicidal.

_xxx_

"Logan, we've gotta go!" A woman shouted over the wine of incoming enemy fire. He charged through the smoke, towards her voice as the entire building began to shake. The lights began to flicker, as Logan noted a small fire to their left. He knew in an instant that they had to get out of there, and fast. "Left!" the woman shouted, as Logan noticed the small bundle of cloth in her arms, as they raced down the hallway. Two officers sprinted in the other direction, hefting heavy weapons over their shoulders.

"Where's-" Logan began to say as they exited through the smoke.

"Getting us our ride out of here!" The woman replied, as something cracked above them. Both he, and the woman had just enough time to contemplate the fact that the ceiling was collapsing before they managed to hunker down. Pieces of timber and brick hit every exposed inch of their bodies. Luckily, the woman hunched over the bundle, shielding it with her body as debris struck all around her. The shrieks that came from the bundle where enough to tell him that she was holding a baby in her arms.

"Mama's here," the woman cooed softly to the baby, "mama's here baby boy. Shh... don't cry." The woman did her best, that just wasn't enough, however. Three soldiers turned around the bend and pointed their rifles.

"Well well well," one of them began to say in a thick German accent as he pointed his gun at the woman. "What do we have hear? A little-" Logan didn't wait to hear what the man was going to say, as he unsheathed all six claws, and stabbed two of them in the chest, before wheeling around to face the leader. However, there was no need, as he had already been kicked into a wall by the female super-soldier's powerful legs.

"Don't point a gun at my baby," the woman hissed towards the lifeless Hydra goons before the two of them sprinted around the corner. Already, they could see the exit, which was guarded by two men with rifles. They made brief motions to stop both Logan and the woman, but he would have none of that. He simply mowed them down with his claws before kicking the door open. This allowed them to sprint out into the open, which seemed to be a huge mistake.

Gunfire peppered the ground around them, and Logan grabbed the woman, and her child, and threw them behind a brick wall, before being showered with bullets. It was painful, extremely painful. But he managed to live through it thanks to his healing factor. The only real concern was the missing portion of his left shoulder, but that grew back in the span of a few seconds.

_xxx_

"No!" he shouted as he snapped his eyes open, doing his best to will the memory back to the forefront of his mind. He spun around, finding that he was no longer in the clearing. Instead, he was inside one of the buildings. Or, at least what was left of one of them. To his left, there was his survival kit, along with two more. And on his right, there was a small fire, which illuminated the two women sitting by it.

"'Bout time," Jean Grey muttered as she flipped her long red hair out of her face.  
"Yeah," Jubilee agreed with a slight sigh. Both women where dressed for survival, like he was. They both wore khaki pants and grey shirts. Their hats lay at their sides, as did a series of compasses and maps. Clearly, the two of them had come more prepared than he had. "I thought he would've woken up when we moved him."

"What'n the hell are you two doing here?" Logan grunted as he rolled into a sitting position. Not that he wasn't pleased to see them, or that they where unwelcome company, but because he knew he hadn't been followed. He would have been able to hear their footsteps if they had been following them.

"Well, here's the thing," Jean said with a slight shrug. "I caught Jubilee trying to sneak into the wheel-well of your jet ten minutes before you left."

"You what?!" Logan half-roared as he glared at the Asian Mutant, who simply smiled weakly at him.

"I wanted to make sure you where gonna be okay," was all that she said, obviously hoping to avoid a lecture from him. As she spoke, the fire cracked, as a large piece of wood snapped in two. He took in a deep breath as he tried to calm himself down, knowing that her heart had been in the right place when she had made that decision.

"-and I agreed with her," Jean reasoned with a slight nod in Jubilee's direction. "But I knew you'd never agree to let us follow you. So we hung back, and took the two-seater after putting a tracker on your jet. We also figured," she continued as she motioned to the wide variety of gadgets at her side. "That you'd forget some things that might be useful." There, he knew she was right. He hadn't brought with him so much as a pen and paper, while they had several advanced field electronics that could monitor a great many different things.

"Now, care to tell us why you where moaning in the middle of the square?" Jubilee asked with a shrug, as she poked at the fire with a long stick. Both women blinked in his direction, obviously expecting an answer. An answer which he did not really have to give, as he knew that Jean would be able to force it out of him no matter what, using her potent telepathy. But, regardless, he gave in to their wishes.

"I was here," he sighed, more tom himself than anything. "The base was...attacked. Heavy-duty artillery bombarded the whole area. Hydra soldiers-"

"Hydra?" Jubilee blurted out loud, "aren't those the goons from World War Two? The ones who tried to end the world or some shit?" Jean ran her hand through her hair as the young mutant spoke, waiting her turn to speak. Obviously, she wasn't a large fan of Jubilee's attitude towards the whole situation. She seemed to be treating it like some sort of field trip, whereas the two older X-men knew that it was much more important than that. To Logan, it was everything in life. In fact, it was his life.

"Them," Logan grunted as he got back on his feet. "Now, I'm gonna go have another look around," he said as he began to make his way outside. Almost immediately, he heard Jubilee rush to her feet, and grab her pack. Clearly, she meant to join him on his search, which he would have rather completed alone, for the moment, at least. But he knew the girl very well, and knew that she wasn't one to take 'no' for an answer. So it was that he was followed outside, by the surprisingly off-balance Jubilee. He guessed that her eyes where not very used to the dark yet, a fact which he set in the back of his mind, when he next ran her through the Danger room.

"Professor," Jubilee said from behind him. "Wouldn't it be better to just wait until the morning? We would be able to see so much better and-"

"Stuff's fresh in my mind," Logan replied with a grunt. "And I've been waiting almost twenty years for this. I'm searching now." He finished before continuing his search along the path. He passed by the emblem etched into the ground, and contemplated reading it again, before deciding that his time would be better served exploring the rest of the camp. He was very careful to remain quiet, more out of habit than practicality. He slipped over rocks and trees as he searched for clues, fo rsings. He wanted something that would trigger another memory flashback.

"You saw...ow, rock...something else," Jubilee asked him as she stumbled along the path behind him. "when...tree...you where talking earlier. You where lying to us. Or...wall...at least not telling us the whole story. What-" He held up his hand, as he heard a branch snap to the far right. He already knew it wasn't Jubilee, because there where no branched that size for her to step on. And he also knew it wasn't Jean, out looking for them. Because she would have had to go around the other side of the compound in order to be at that position. "Prof?" Jubilee asked as she stepped closer.

"Someone's out there," he muttered as he crouched low to the ground, and took in a good sniff of the air. He could smell Jubilee's excessive hairspray, as well as the scented body wash she used. He could also smell animal droppings, feces, wet fur. All of them mixed in with a scent that he knew he had smelled before. He racked his brain as he tried to place it, knowing the answer lay somewhere in his past. He just needed to unlock it.

"Lo-!" Jubilee screamed, before her voice was muffled, and the scent became a hundred times stronger than before. He spun around and extended all six metal claws with a mighty SNIKT! and found himself face-to-face with a large man, who was at least six-and-a-half feet tall. Thick, rope-like muscles covered the man's entire body. He wore heavy-duty armour, the kind that only the very rich could afford. Two slabs of hardened steel covered his forearms, while the man's entire face seemed to be shrouded in a black helmet, not unlike what fighter pilots wore. Two men where at his side, and another was struggling to contain Jubilee. Fortunately, none of the other three seemed to be as well-built as the leader.  
As he prepared to lunge for the man's heart, the entire camp became illuminated in bright lights. Someone seemed to have maintained the power to the entire base, and renovated it with modern systems. Now, Logan could clearly make out the skull-and-snake crest on each of their uniforms. These men where definitely related to the men he saw in his memories. They where definitely Hydra soldiers.

"You're messing with the wrong guy," Logan snarled, as he lowered his stance, getting ready to strike, "bub. I'm gonna give you three-" The men took a step back, despite Jubilee's struggling. He could tell that she was one good tug away from breaking free. And that it was taking them both to hold her in pace. At that moment, if they weren't surrounded by thugs, he would have expressed how proud he was of her effort and her determination.

" _Well, well, well,"_ a voice said over a speaker. _"What do we have here? A little lost attack dog...come home! And look!"_ the voice, which sounded faintly familiar, taunted with a hint of glee. The kind that one had when they where speaking to someone much less intelligent than themselves. _"He's brought a friend for my men to play with!"_

"Who are you?" Logan roared, never taking his eyes off the man in the helmet.  
" _Don't you remember?"_ the voice replied with a sneer.

"I asked you a question," Logan growled in a deep tone. "And let her go," he finished, with a snarl.

" _But it's been so long since these men had such a pristine plaything..."_ the voice replied with a knowing tone of voice. _"You always did have a thing for the Squint-eyes, didn't you?"_  
"Who are you!" Logan bellowed, "Show yourself, or I'll gut every single-"

" _I have no doubt you will kill the grunts,"_ the voice replied with a sigh. _"Me, unfortunately, I'm on the other side of the country right now. You'd never be able to find me. Even if my personal bodyguard let you live."_

"You're gonna need a new one after-" Logan began.

" _I'll tell you what,"_ man said over the speakers. _"Just to be a good sport, I'll tell you that there is something waiting for you in the next building over. Something from your past. And if you managed to live for more than five minutes, I'll let you go get it and take it out of here. Your Gook friend, however..."_ A loud yell cut the rest of the man's words off at the source, as a stone flew through the air and struck one of the soldiers in the skull. Another two rocks collided with the remaining regulars. Unfortunately, the final man, their leader actually managed to catch the rock that was flying in his direction with his bare hand, a feat which Logan would have never thought possible. But, he gave the man no time to congratulate himself, as Logan tackled him to the ground. Not wasting a second, he plunged his claws into the man's exposed neck, delivering a killing blow, before spinning himself around and grabbing the still-shocked Jubilee by the arm. Together, they sprinted away from the bodies, and Logan pulled her towards the building the man had mentioned.

To their left, Jean sprinted out of the darkness, shouldering her bag as she managed to catch up with them. From the dirt on her hands, Logan could tell that she was the one who had turned the harmless stones into lethal projectiles. He gave her a silent nod of thanks as they turned into the mentioned building, just in time to come face-to-face with a armoured soldier, who had obviously not been expecting them, as his weapon was down. He never got the chance to raise it, as Logan sliced it in two, along with cutting into the man's arm. A brief shriek escaped Jubilee's lips as she realized what he had done, but Logan had other things on his mind. He switched the interior light on, illuminating a well-used facility that was much larger that any of the others. It was easily the size of an aircraft hangar.

The first thing that he noticed was the wall of filing cabinets, which he rushed towards. The man had said that there was something from his past here, and he wasn't about to give up his search because of of a few thugs with guns. No, he had been looking for answers for two long to simply give up and go home.

"Ragh!" he roared as he tossed one of the cabinets over on it's side, finding it's contents to be utterly useless. Behind him, Jubilee and Jean searched desperately through the other cabinets, almost as fast as he did. He looked for names, names he would recognize. Rogers... Howlett... Parker... Wilson... Yoshida! He stopped at the name, remembering it's importance, and pulled out the corresponding file. He pulled it open, to reveal a picture of a young woman, of Japanese descent. Her full name was Mariko Yoshida. He remembered her face, she had been the one to treat him after he got back from his final mission.

_xxx_

"Logan-san!" Mariko laughed as the two of them walked hand-in-hand along the treeline, just outside the base's perimeter. It was nearing sunset, and he had just proposed that they sneak away from the base, and head towards the cliff, where they would be able to get a good view of the descending sun. Which, would also mean another court-martial for him, and possibly getting her fired if she was caught in the act.

"Well fine," Logan muttered with a large smile. "I guess there's no point in stayin' out here and-"

"I can think of a reason," Mariko said as she leaned her head against his shoulders.

_xxx_

"Logan, over here!" Those words snapped him out of the memory, and he turned to the side. Jean was on the opposite end of the hangar, and pointing towards an open door. Obviously, she had found something important inside. He slipped the folder into the bag he was carrying before making his way towards Jean, and the room which she was pointing towards. It was small, much much smaller that the hangar. It had concrete walls, and the temperature was much cooler than he would have expected. However, that was no the thing that he noticed right away about the room.

What he noticed was the young woman frozen in a block of ice.  
"We're taking her out of here," Logan barked as he noted that the ice was encased in a metal container, which was on wheels. He grabbed it by the handle, which was used to make transporting it easier, and pushed. He wheeled the block of ice out of the room, and into the hanger, only to be greeted by a unfriendly sight. The man with the pilot's helmet was back, still recovering from the wounds in his chest and neck. Logan looked at him in shock, as the man craned his neck to the side, ready for a fight. "Jean, get them outta here," Logan said as he extended his claws.

"Logan, we can-" the redheaded woman began to say.

"No," Logan snapped, "Now. Get Jubilee and the girl out of here. I'll see you back at the institute." He barked as he turned back towards the large man. He snapped out his arms into fighting positions, ready to take out the large man. He let his thoughts about the two women out of his mind, as they had no place in the middle of what was a sure to be a tough fight. He let out a deep breath as he centred himself, not worrying about what the girl in the block of ice meant.

Surprisingly, the man in the mask gave Logan a small nod, which he returned. He was glad to at least be facing a proper opponent, over a regular thug. There was a simple elegance to someone who did not hate their enemy, and understood that deep down, they where the same person inside. Even if only one of them would make it out alive.

" _Rarrgghh!"_ Logan bellowed as he charged forward, keeping his body low to the ground as he did so. He caught the masked man in the gut with his shoulder, planning to bowl his feet out from underneath him. However, the man was unexpectedly strong, and managed to stay on his feet. The man retaliated with a strong double-fist strike to Logan's back. The feral mutant felt several ribs crack under the pressure, and that was something new to him. It took someone very strong to even make him bruise, so clearly this man had some enhancements, most likely genetic. Which was cause enough for Logan to drive his claws into the man's stomach mercilessly.

However, this did nothing to phase him, as the man simply grabbed Logan by the throat and tossed him across the hangar. This served as further proof that the man was at the very least another mutant. As Logan rolled back onto his feet, he noticed that the man's wounds had already healed. So, Logan charged headfirst into the fight once more, using a tested tactic of overwhelming his enemy before they could counter. However, his opponent was no fool, and was prepared. He managed to grab Logan's arm, twist it behind his back, and force him to the ground. In retaliation, Logan kicked out with his foot, sending the man to his knees. In the process, Logan heard his own shoulder pop out of place.

He rolled to the side, but his enemy was to quick, and was already on top of him, placing his strong hands around Logan's throat. They squeezed tight, forcing the air out of his lungs. Logan knew that he was immune to injuries of the flesh, such as knife wounds and bullet wounds. But he also knew that there where other ways to kill him, deprivation of air being at very the top of the list. So, not ready to die at that moment, Logan drove his claws into every place he could think of. The neck, the shoulder, the stomach. Nothing seemed to phase him in the slightest, even though blood spurted everywhere. Desperately, Logan hooked his fingers underneath the man's helmet, and tore it off.

_xxx_

"Logan!" A man's voice hollered as he drove up in a standard military truck. Logan, who was walking with Mariko at the time, turned to face the man, who had strong features. His jawline was rigid, and his shoulders where broad. He stood at six-and-a-half feet tall, full of muscle.

"' _Dr Parker'_ wants you back in the lab," he said with a wry grin across his face.

"Another round of blood tests, then?" Logan replied with a low drawl. "Tell him I'm busy," he said as he flicked his head to the side, indicating towards Mariko.

"Well," the man smirked as he hopped out of the truck. "I could always tell him that you've left the base, and-"

"You wouldn't dare," Logan replied as he folded his arms across his chest. "Not after what your favourite Corporal told me this morning."

"She told-?" The man stammered, before regaining his composure. "That's classified, soldier. I might forget that you said that if you agree to submit yourself to another round of testing. Of course," he continued as he looked around. "The base is rather big, and I might not have found you for another half an hour." the two men exchanged a nod, before the man got back in his truck and drove away, leaving Logan alone with Mariko once more.

_xxx_

"Logan!" those words rang out in is ears as a blinding light filled his eyes. The man who he had been fighting, the same man who was in his memory, lurched back as he clutched at his face, which was burning. One quick glance to the left confirmed that Jubilee stood there, rooted on the spot, with her hands stretched out. He figured that she must have used her powers to attempt to blind the man, only to go beyond what she could normally do. Usually, she was very in-control of her powers, but the desperation of the situation must have agitated her mind, and her concentration had slipped.

But he paid that fact no attention. Instead, he rushed to her side, and grabbed her by the arm. He pulled her out of the hangar, and into the brush. If his memory served him right at the moment, then he knew his jet was just ahead. Within a few minutes, he could see that he was right. And he could also see that the one Jean and Jubilee had rode in was just behind it. Absolutely no words needed to be exchanged as they made their escape. Logan only gave one final look back as he brought the jet into the air. Who was the woman with the baby? Who was the girl in the ice? Who was the masked warrior? For some reason, he felt a though he was leaving with more questions than answers.


	4. Night of Blood

**Summary for the Chapter:**

> Evil lashes out. Heroes emerge. Wounds are struck.

"What's up Danvers?" the annoying voice of her ex-boyfriend, Simon Williams, slipped into her ear. He was standing right behind her at the kiosk she was tasked with operating. It was her job to sell cellular phones to passing customers, which was not the easiest job in the world when you where right next to a store that specialized in selling them. Carol had more than once told this to her boss, and suggested that he see about moving the cart so that it was closer to the entrance of the mall.

The man had ignored her, whether out of spite, or the fact that he was stoned, she didn't know. All she knew was that she had to keep up her sales, or risk being replaced. Although she knew that her boss had a hard time keeping workers, because of his lazy habits. He had, at one time, told her that she was getting a pay cut which would put her at less than the legal minimum wage. It was only after she had brought up the law that he hushed up, and never mentioned it again.

So, she was able to keep her job, at least. Although the aforementioned specialized store nearby had offered her a position on several occasions. The only thing that kept Carol from accepting was the fact that their company had a strong anti-mutant policy. Even though it was _technically_ illegal to not hire someone because they where a mutant, most businesses did just that. Although they usually placed it under the reasons of 'just not right for us', 'we've gotten so many applicants...' or 'not the right qualifications'. No, she didn't need to subjugate herself to those kind of stressors, nor did she need to be ousted like that so easily. Because she knew that they would tell her current boss, who would likely fire her on the spot.

"Danvers," Simon said as he poked her in the back, "I'm talking to you. You should pay attention to your customers." He smirked as she turned around, and gave an exasperated sigh. Te last thing she anted to do at the moment was deal with him. She sized her ex up, noting his football jacked, which was worn and dirty. She vaguely remembered something about a high-profile game being played between her school and their rivals at Mid-Town. By the stains on his clothes, and his sweaty face, she guessed that he hadn't showered since the game had ended. Quite possibly all day, even.

"Well," Carol said, grabbing the nearest cell phone package within her reach. "Can I interest you in our special sale on blackberries?" She asked, using her most annoying, high-pitched tone, which caused a look of slight disgust to cross his face, before he regained his composure. "For only seventy-eight dollars, this lovely-"

"I'll buy one," Simon said as he stretched out an arm, "but you gotta plant one right here," he smirked as he pointed towards his lips, which he puckered. Almost like he was actually expecting her to kiss him. And after the way they had broken up, she had half a mind to smack him on the spot.

"I'm sorry," the voice of Carol's co-worker Denise, who was returning from her break, said as she approached. Denise was five years older than Carol, and had been working at the kiosk for a total of four years. She had been the one to show Carol the ropes, not the manager. Denise was also the one who had told Carol that she could be running the place if she kept it up. And she was also a very stalwart friend, and wasn't above verbally abusing the likes of Simon Williams. After all, she had done it before. "But we don't accept that kind of payment here. Cash or credit only."

"Whatever," Simon replied with a huff as he turned on the spot and stormed away. Much to the apparent amusement of his friends, who where standing a few feet away from them. All of them where laughing hard as he walked away. But Carol didn't notice, instead returning her attention towards looking for potential customers.

"You know," Denise said as she put a hand on her hip. "Your shift ends in five. Why don't you just-"

"I can last five more minutes," Carol smirked as she jerked her head to the right, where Denise's current girlfriend was standing. "Alone," she mouthed with a tiny grin. She could tell that her friend was itching at the chance to get off early. However, they had a system in place. Whenever the manager wasn't there, one could leave early if it was a slow day. They only had to take turns. It was an unspoken rule, but one they did their best to honour. So, after a quick nod, Denise turned away and walked over to her girlfriend, and embraced her. This left Carol alone, which she enjoyed to a small degree.

The mall was closing down, and some of the shops where already vacant for the night. So there where no people staring at her, giving her looks, which was a good thing. People staring at her made her nervous. And when she was nervous, her powers began to act up. That was the reason she started taking Norm, to deal with the anxiety side. However, the effects only lasted six hours, and she hadn't taken a shot in eight. She would have to keep her cool for a few more minutes, before she could head home, and feel safe once again.

Soon, she was passing through the mall doors, and came out into the cool night air. It pressed against her skin as she walked, not having to go very far. The streets where rather desolate, with only the occasional passer-by. Moonlight trickled in from overhead as Carol wound her way around houses, cars and people. It was easily past eleven o'clock, but fortunately she didn't school the next day, which was why she could work so late.

She walked past a group of celebrating thirty-something women before the mall disappeared from her line of sight entirely. A car honked at the women, startling Carol slightly. Although it wasn't much, Carol's skin tingled slightly as the horn beeped. She took it as a sign that the effects of the Norm had indeed completely worn off. Even more of an incentive for her to get back home as quickly as possible. So, she doubled her pace, figuring that she could easily be home in less than ten minutes if she kept up the pace. And given that she was reasonably fit, that challenge was no obstacle for her.

Before she knew it, she was staring at her house.

The problem was, there was only one car in the driveway, and it wasn't her mothers. Not unless her mother changed her license plate to _'$tark19'._ She sighed as she looked at the egotistical man's vehicle, contemplating whether or not she should call her mother first. Perhaps they had gone out for the night in her car, so s to avoid any paparazzi. However, the fact that he was parked so close to the garage meant that it was unlikely her mother had been home when he arrived. It was far more likely that he was waiting for her in a drunk stupor, hoping for sex.

Carol swallowed her pride, knowing that the pros of going inside outweighed the cons. She crossed the street, and pulled her keys out of her purse. With a slight huff, she slid the keys into the key slot, and turned the handle. She opened the door, revealing the long hallway, adorned with pictures. She smiled as she passed by the one of her eighth grade graduation, with her mother wrapping her arm around her shoulder. It was easily one of Carol's favourites.

" _Whosthere?"_ the slurred voice of Tony Stark mumbled from the kitchen. _"-usan? That you?"_ Carol took in a deep breath before replying.

"No," she said with a cool tone, as she tried to make her way to the staircase without an incident. "No, Mr Stark, it's me. It's Carol." She prayed that that was as far as their interaction was going to go. More to do with the urgency of her need to get some Norm into her system than her actual dislike of the rich pig.

"Carol Carol Carol Carol," Tony Stark said as he sauntered into the hallway, barely managing to stay on his own two feet as he walked. She could smell the beer on him, and didn't like it. How on earth did he think that he was good enough for her mother smelling like he did? He smacked his leg into a table, and cursed to himself, "who put that fucking thing there?" he growled as he pushed aside a potted plant that Carol had given her mother for mother's day. It smashed against the floor, spraying dirt everywhere, and causing a tingle of energy to run down Carol's arms. She exhaled deeply, realizing that there where other things in the world worse than that, such as losing control. Losing control would be very disastrous.

"Mr Stark," Carol said as she tried to figure out a way past him, as he was blocking her passage to the stairs. "Have you had a good day?" she asked, feigning politeness.

"I had to fire a few hundred people today," the drunk billionaire muttered as he crashed into the wall opposite the small table. "apparently some of them where upset for some reason...I dunno why...they got a week's severance pay..."

"Perhaps it was because they where fired?" Carol replied sheepishly as she continued to try and figure out a way past the reeking man. And still, she could not find one that didn't involve her getting within millimetres of his body, and that was something she wanted to avoid at all possible costs.

"Bunch of self entitled bastards..." Tony muttered as he stumbled forward some more. Carol found that the closer he got, the more energy she could feel pulsing through her forearms. It was getting to the point where it was actually spreading to her shoulders and chest. She knew now that she needed to get some Norm in her system in a few minutes, if not seconds. "Not like you," he said as he placed his hands on her shoulders, causing her to jump slightly.

"Mr Stark-" Carol began as she wormed out of his grip.

"Just such a go-getter," Tony continued to slur as he stepped forward. "Your mom tells me about how you're working in the mall. How you refuse to let her give you a job. Just..." the inebriated man murmured as he once more grabbed Carol by the shoulders. This time, he maintained a much firmer grip over her, and she was unable to slip out of his hands. Cold shudders began to run down her spine, as he began to rub her arms, ever so slowly. It was the same rub he gave her mother, whenever he wanted sex from her. A fact which did not bode well for Carol Danvers.

"Mr Stark-!" Carol blurted, only to have a hand placed over her mouth.

" _Shh..._ " he said, as spit flew out of his mouth. She winced as she tried to stay out of the flying saliva's path, but failed. This caused new surges of energy to fly through her body. Now, she needed to get the Norm in her body right away, before Tony could see anything that would oust her as a Mutant. "I won't tell if you don't. This can be fun for both-" _Crack_! Carol struck him on the side of his face as he leaned in, as if to kiss her.

It was also at that unfortunate moment that her Mother walked into the hallway. The middle-aged woman took one look at Tony, who's nose had been broken by Carol's fist, before dropping her bags and marching forward, with a scowl on her face. "Explain yourself!" Susan Danvers exclaimed with a roar. Carol stepped back, as she tried to make her way to the stairs. If she could just get to her room, everything would be alright. She would be able to talk her mother down. Unfortunately, the woman would have none of that. "Carol!" she bellowed as she grabbed her daughter by the arm.

"Mom, let go!" Carol yelled, as she tried to yank out of her mother's grip.

"No," Susan Danvers shrieked, "no, explain yourself right now!"

"Mom, just-" Carol yelled, as she felt sparks leave her hands. Her mother screamed as she leaped back. Carol felt her entire body begin to heat up, as she saw the yellow arcs of energy spring forth from her body. The woman who raised her looked upon Carol with shock, disbelief and horror, as Carol curled in on herself. She started breathing deeply, trying desperately to get things under control. Tears streamed down her face as she felt herself losing all sense of control. The air around her body grew hotter and hotter, as loud cracks popped in her ears.

At the last second, Carol opened her eyes. She could see a bright, white light filling her vision. A light which dissipated, revealing a black night sky. There was no roof. There where no walls. She was lying on her back, completely unscathed. And it was quiet. Too quiet.

Carol rolled to her feet, brushing aside a pile of splintered wood. Her foot brushed up against something, which was revealed to be a shattered picture frame. It was the one of her eighth grade graduation. The frame was shattered, and her mother's left side was charred. She gingerly picked it up, wiping away the glass as she did so. Her mind was in a complete fog. She had no idea what was happening at the moment. Where was her mother? She had been right next to her before...before she had lost control.

"It wasn't your fault," a woman's voice said from behind her, causing Carol to spin around, and raise her hands, in order to defend herself. The woman was very tall, over six feet. She had shoulder-length white hair, and wore a black bodysuit.

"Who are you?" Carol bellowed as she took a step back.

"I'm here to help you," the woman sighed, almost as if she didn't believe the words coming out of her mouth. "The people that hired...that I represent. They can help you," The woman finished as she reached where Carol stood. the woman stretched out an arm, offering comfort to the distressed young woman. Carol felt her heart beating faster as realizations came to her.

"I-" Carol moaned.

"They can help you," the woman said as she grasped Carol's hand. "They want to help you. They just want one thing from you," the woman finished as she brought a small needle to bear. Inside, Carol could see that it contained Norm. Something which could have saved her mother, if she had just been more diligent in taking it. "Just take it, and they will contact you when they need to." The woman seemed more sure of herself, as Carol stared deep into her dark brown eyes. They seemed to be full of pain, and of fear. What was the woman in fear of? Was it of Carol herself? Or something else that was even worse?

xxx

"A girl did all this?" Steve Rogers asked, as he followed Coulson through the wreckage of the house. It was very early morning, and they had been there for only a few minutes. He was wearing a dark black suit, similar to the one that Coulson was wearing. This was to better disguise his presence, as 'Captain America' couldn't be seen in public before his official return. He was on the ground, learning from Coulson so that he would know more about their day-to-day operations. Already, Steve was getting flashbacks to war-torn cities. He stepped over a broken picture frame, which contained the charred remains of two smiling women, a mother and a daughter. He felt a pang of sorrow for the deceased woman, who had had seen being carted away to a morgue. The daughter, on the other hand, had been turned over to the police.

"A young Mutant," Coulson replied as he picked his way over of a piece of timber. "Our computers managed to pick a large spike of energy of an unknown variety. We've picked it up before," Coulson continued to say. "Which was why we're developing a software program to find it. But nothing on this scale." The man finished with a slight sigh as Steve stepped up beside him.

"What will happen to the girl?" he asked.

"She's going to be taken to her father," Coulson replied with a huff. "She'll be under his care for the next year. And then, she'll legally be an adult."

"I mean-" Steve began.

"We will be keeping tabs on her," Coulson cut in as he ran a hand through his remaining hair. "She's on our list of Meta's. She'll be rated a two, at least, because of this." Steve shook his head, not understanding what the man was talking about and wanting clarification.

"'The list?'" Steve asked with a shrug, "what list? And what's a two mean?"

"The list of super-powered beings who we consider a threat," Coulson explained as he turned to face the super-soldier. "Mutants, Vampires, even yourself all make it onto the list. We-"

"Vampires?" Steve asked, out of pure shock. "They exist?"

"They do," Coulson smirked as he resumed his walking. "Generally, they receive a rating of three. That means that no regular law enforcement should engage them, if necessary. They are a danger to anyone within arms reach, and have a known body-count." Steve shuddered at the thought of actual Vampires existing in the world. Why hadn't the government eradicated them all? "The Vampire King has a rating of ten, which is almost unheard of. So, Captain, if you ever meet him..." Coulson said as his voice began to trail off.

"You want me to kill him on the spot," Steve reasoned with a shrug. "But, how dangerous is the girl, really? Clearly, this wasn't planned ahead. If she was a terrorist, she would have-"

"I would want you to run away as fast as you can," Coulson cut in with a shrug. "And a rating of 'Two' means that her abilities can kill with ease, but she doesn't want to kill anyone. If she was sociopath, or had killed more than one person, then she would be rated higher." This left an obvious question in his mind, which the Captain decided to voice.

"Am I on the list, sir?" he asked, digging his hands into his pockets as he did so.

"You are," Coulson replied slowly. "You are rated a four. Your strength and stmina mean that you are capable of taking out large groups of soldiers on your own. Combined with your tactical know-how, and you would be able to easily infiltrate a building such as the White house, or the Pentagon." Steve let out a low whistle, why would they ever imagine that he would do such a thing? Why make those kind of assumptions?

"I would like permission to take the girl to her father," Steve said with a huff. Secretly, he hoped to atone for his murder of the police officer.

"That would be unwise," Coulson replied with a sombre nod. "Because you killed the man's best friend." Steve's heart skipped a beat, as he wondered why in the world there was such a co-incidence. The sheer unlikelihood of it all shocked him, and made him wonder once more if this was all some horrible dream.

xxx

Tony Stark woke up with a start. He was surrounded on all sides by white walls. Machines where connected to his body by wires. By putting the two together, he was able to discern that he was inside a hospital. A rather cheap one, given that there was no doctor there to greet him. He sighed as he spied the call button that was not to far from him. All he had to do was reach for it, and press the button.

But there was an unexpected problem. He couldn't move his right arm. He looked down, and saw that it was there. He assumed that it was broken, and that it wouldn't respond to his command until it was healed. So, he tried to reach it with his left, with the same results. It was at that point that his mind really began to race. Why weren't his limbs responding properly? And why was he in the hospital? He racked his brains for an answer, starting with trying to recall his last memories. He remembered being at home, and opening his private bar. He remembered having an argument with his sister, before storming out. But where did he go? That still remained a mystery.

"Nurse...!" he cried out, hoping that someone was close by. He was right, in part at least.

"Hello Tony," a woman from his past said with a coy smirk, from where she stood in the doorway. In an instant, he recalled her name perfectly, and the circumstances under which they had met. After all, not many men had the pleasure of bedding the princess of Latveria. "Long time no see," Susan Von Doom smirked as she sauntered inside, wearing a sharp dark green business suit that contrasted her golden-blonde hair. "Absolutely horrible, what happened to you," she said as she slid into the chair that was beside his bed, and slipped a hand over his. For some reason, however, he couldn't feel her soft grasp.

"What happened to me...?" he asked softly.

"You've been paralysed," Susan replied as her hand moved from his hand to his shoulder. And still, he couldn't feel a thing, which told him that she was speaking the truth. But, it didn't make a difference, as he knew full well the answer to his problem was his money. All he had to do was get his company working on a solution to his problem. They where already working on prosthetic limbs, so he would just improve their funding, and put himself at the top of the list. All he had to do was get to his money, and all his problem would be solved. "It won't work," Susan said with a sad smile.

"What..." Tony asked.

"Your money won't help you," Susan said softly as her hand moved from his shoulder to his cheek, where he could finally feel. This further confirmed her theory, and made it fact, in his mind. However, he didn't understand why his money wouldn't help him. All he had to do was get in contact with Janet, tell her to drop whatever she was doing and get him to the best hospital in the world.

"Why...not?" Tony asked.

"Because," Susan replied as she patted his cheek. "Your company is no longer yours. All you have is a small cluster of assets totalling in a few million. The rest belongs to Janet Stark, your sister." If Tony could have moved his body, he would have gone into spasms of rage. How could she just betray him like that? After all that he had done for her, how could she just leave him out to dry?

"Get the doctor.." Tony said in a weak tone. "I want to speak with the dean of the..."

"They can't help you, Tony," Susan said in her sensually accented voice. "But _I_ can. Your Latverian assets are safe, and will be returned to your control within the week. And you shall have the full backing of the Latverian science and technologies department. We have a prototype suit that might help," she said in a soothing tone of voice, allowing him to relax a little. He trusted Susan, just like he had trusted her brother before his untimely death.

And he really had no other choices to fall back on.

xxxxxxxxxx

"Is everything in place?" the man concealed within the shadows said as he placed his hand on the desk. Miles Warren stepped forward tentatively, as he prepared to answer the man. It wasn't the answer itself that worried him, it was the man's reaction to it. After all, his boss could be extremely unpredictable. Associates had been shot on the spot for displeasing him in the past.

"The _In-325_ has been successfully prepared," Warren replied, doing his absolute best to keep his hands from shaking. "And is waiting at the facility, where the subject will be this afternoon. I-"

"It is the subject I requested?" the man in the shadows asked as he folded his hands together. "Because I would hate-" He was cut off by a semi-blinding green light coming from the left side of the dark warehouse. Out of the light, stepped the two Succubi sisters, Amora and Lorelei. Immediately, Miles felt a tug of flesh in his pants, as was always the case when he was near either of the sisters. It was in their nature to be the most beautiful women of all. Even if he knew in his heart that they viewed him as nothing more than a means to an end.

"Deacon Frost's scientists are in place," Amora said with a wicked grin as she sauntered over towards the two men. "As are his soldiers. They all await your command to attack."

"We don't seriously plan on letting them overtake the city," Miles asked, with a somewhat worried expression. "Do we? Because with that much man-power, Frost has the potential to-" He was cut off by his employer waving a hand, silencing him.

"Deacon Frost is a by-product of his species," the man in the shadows replied. "Arrogant. Bloodthirsty. Beastly," the man continued as he lowered is voice. "He, along with the scum that serve him, will be dealt with. Once their purpose is accomplished, they will be dealt with." He finished, as the door to the warehouse opened up, and in walked Miles Warren's least favourite Hydra operative, the Black Cat. There was something that he simply could not trust about her, even though she had proven to be extremely useful to the cause.

"Your transport has been arranged," the white-haired woman said with a crisp tone of voice.

xxx

"You what-?" Peter asked as he stood in the doorway of Gwen's house. The two of them where supposed to be leaving soon for the grand-opening of a new Stark Labs facility. Her father had been able to secure tickets somehow. He didn't know the details, nor did her really care. What he had not expected to happen, however, was to be greeted by a girl, who looked to be about a year younger than Gwen. She had a very haughty, rude demeanour and had flipped him off, before Gwen had come down the stairs.

"Now have a full-blown, live-in, bitchy, self-absorbed, younger sister," Gwen replied as she grabbed her handbag from where it lay at the side of the door. Peter's jaw, meanwhile, stayed half-open. He had been more than aware of the fact that Gwen had a sister for some time. However, he knew they had never met, and it was unlikely that they ever would have. To have it happen so suddenly was perplexing. "Gas fire or something," Gwen said with a sigh as she took him by the hand, and lead him towards the road, "my mother apparently died. And a DNA test proves that he's her father. So, we're stuck with the bitch," Gwen sighed as they turned down the street. "But, don't let that ruin the day. Let's go have some science-y fun!"

xxx

"When will my men get some shore leave?" Captain America asked as he stood in front of Coulson's desk. Coulson smiled, appreciating the man's ability to ignore the fine details that where being set in place. "It has been weeks sir, and we are all eager to see the world as it is. We-"

"Your paperwork is being processed," Coulson replied as he set down the pen he was using, as he had been filling out the last of the paperwork on the incident at the Danvers residence. He sighed, as he understood where the Captain was coming from. The man wanted to see the world, and he wanted to visit the graves of his brothers-in-arms. And as much as Coulson wanted to let him, he couldn't. Captain America couldn't just go walking around on the street. He would need a guide, and a suitable cover, which was difficult to obtain in a world where everything, from a birth certificate to a residence, was online. Unless things where pristine, someone could think that he was using a fake I.D.

"That is what you told me last week," Captain America said stiffly. "Sir, it has been nearly eight months since-"

"I understand that, Captain. I really do," Coulson answered as he rubbed the back of his neck. He was looking for a suitable answer to give the man who the world owed everything to. Unfortunately, none existed that the Captain would fully understand. So much of it was ingrained within modern technology, it would take hours to explain even the simple concept of a Google search that could uncover the entire operation. He was about to open his mouth when a ceiling grate above them popped open. A body clad in scarlet and gold patterns leaped down, and struck Captain America on the side of the head with a metal rod, rendering him out cold.

Before Coulson could reach to his side, for his sidearm, or call for help, the body slapped his hand aside with ease before pressing the metal baton against his throat. From the close distance, he could tell that his attacker was female, in her early twenties. She was wearing a skintight suit with a red base, and gold symbols across her abdomen, and lining her shoulders. Thin, wing-like flaps of fabric hung between her body and her arms. Her face was concealed behind a red cowl, with white lenses. Only her mouth was visible.

"You know who I am?" the woman snapped quietly as she pressed the baton closer to him.

"I do," Coulson replied, out of shock. The woman who was facing him had been assumed dead a long time ago. He tried to push back, against her grip, but found it unwavering. Which should not have come as a great shock, given that he knew full well that the woman had the second generation super-soldier serum running through her veins.

"Two-thirty at Four-hundred and sixty-seventh building on Albatross street," the woman snapped in a quiet tone. "Four Stark labs scientists have been replaced with members of Deacon Frost's clan. They plan on testing something on someone." She continued as she glanced over her shoulder, seeing that Captain America was stirring slightly. Coulson knew that it would be less than a minute before he was fully conscious. "Something potentially dangerous. And if you have me followed," she growled in a menacing tone of voice, "Your agents will be killed without question. Understood?" She finished as she delivered a sharp, but relatively weak knee-strike to his stomach. The force was enough for Coulson to almost double over in pain as the woman slipped back up into the ceiling.

"Who-?" Captain America began to say as he pulled himself to his feet, becoming unsteady as he did so. "...was-?"

"That?" Coulson grunted as he tried to ignore the pain in his stomach. "That woman, Captain, used to be one of the world's premier Superheroes. Before she, along with her entire team, where killed off." He himself was still in shock, as he remembered the day when every Commando had gotten the news that the world's premier team of heroes had all perished in a single night. Many had simply broken down and cried, because those heroes had done so much good, saved so many lives. On that day, the Prime director of the organization had called a meeting, which Coulson's commanding officer attended.

All he knew about the events of the meeting was that the true identities of those heroes where erased from every database in the world. Even the Commando's lost everything they had on the heroes, and that was surprising, given that they had created them in the first place. All that remained where the code-names they had been assigned by the organization.

xxx

"And in _here,_ " the man leading the tour group, who's name was Doctor Elias Gregg, said as he motioned to the machine behind him. "Is our state-of-the-art Particle Accelerator. It was built just last year, and provides us with unparallelled insight into the behaviour of microscopic atoms." The man smiled with pride as reporters all around them flashed cameras and scribbled down notes. However, this seemed to be of little interest to the two eighteen year olds standing slightly to the left of the entire group. They already knew everything the man was saying from their research into the lab's progress. And they also both knew that the man didn't really know what he was talking about. He was obviously reading from a mental script. Something which Peter decided to prove, so he raised a hand. "Yes, young man?"

"Is this machine designed to handle Takeayhydron particles?" Peter asked, doing his best to ignore the fact that Gwen was giggling uncontrollably beside him. The 'Doctor' on the other hand, was looking slightly nervous, as he muttered something under his breath, and fiddled with his ear. "Or is it designed around the more common, less groundbreaking protogenic particles?"

"Um..." the tour guide said, letting his voice stumble a bit as he glanced to the left and the right. Peter guessed that he was cursing himself for not having any notes on his person at the time. "Questions will...will have to wait until the end of the tour, sir."

"Now hang on," one of the reporters near the front of the group. "I want to know the answer! Our readers want to know!" the man continued as he thrust his microphone forward, towards the tour guide., who was looking more and more nervous by the minute. "So, which one is it? Takeahydron or Protogenic?"

"I...um...ah... _Takeahydron,"_ the man replied as he regained a smile on his face. "We here at Stark labs strive to be on the very forefront of scientific fields. Whether they be biology, chemistry, physics, quant-"

"You must be on the very forefront," Peter cut in with a smirk as he leaned against a nearby pillar. "To have discovered, and built a machine for, something that doesn't even exist." Almost as if on cue, the entire room burst out into a fit of laughter. The tour guide's face went entirely red as beads of sweat began to fall down his face. Peter was so caught up in the moment that he failed to notice the presence of two men on either side of him, until they spoke.

"We would like a word," one of the men said in a low tone, as he took Peter by the arm. Meanwhile, his companion took Gwen's arm. Together, they lead them out of the room, and into a side passage. One which was much darker than the previous room. In fact, it was uncomfortably dark for Peter to look around.

"Look, I-" Peter began to say, only to have a needle jammed into his arm. Everything went dark after that.

xxx

"Vampires?" Jack Fury said with crossed arms, displaying an obvious disbelief in what Coulson had just said.

"Vampires," Coulson answered as he inclined his head. "I know it's hard to wrap your head around. But they do exist. They can burn in the sunlight, and they need to feed about every three days." Coulson continued as Agent Rand and Agent Blake gave him curious expressions. He sighed as he continued with the next portion of the briefing. "A surprise informant told me that Deacon Frost, a known Vampire leader, has infiltrated the new Stark Labs."

"Stark?" Dugan asked, "As in Howard Stark? He's still-?"

"Janet Stark, his daughter, actually," Coulson corrected with a huff. "But as far as we are aware, she has no role in what is happening," he continued as he pointed towards the map of the city. Two bright red circles where drawn on it. One showed the laboratory, while another was centred around a shady portion of the downtown area. "Agent Rand will be taking Agents May, Dugan, Fury and Triplett to Frost's hideout. Do not engage under any circumstances," he ordered with clear authority. "Meanwhile, I, along with Agent Blake and the Captain, will go to the lab. Hopefully, we can co-ordinate with security to ensure a quick evacuation of all personnel within." The last thing Coulson needed was to deal with the police again, because he knew that one more incident would have Captain Stacey leaping down his throat, and going on the warpath. Something which Phil Coulson wanted to avoid at all costs.

"How many can we expect inside the lab?" Agent Blake asked as he checked the straps on his tactical armour.

"Four, Donald," Coulson replied as he shifted his feet on the spot. "According to the informant. And we have no reason to not trust her word, so-"

"How do we know that for certain?" Jack Fury asked with a stoic expression as he holstered a sidearm.

"Because," Coulson replied with a heaving breath. "She was a Super-soldier." The entire room did a double-take towards Coulson. Most of them obviously didn't fully believe him, and that was no surprise. They had all been told the story of the tragic losses many years ago, apparently it was a favourite portion of initiation, and there was an entire chapter dedicated to the 'last stand' in the handbook that was distributed to all agents.

xxx

"No, sister," Amora said with a sly tone of voice as she sauntered around the room. "We are not to eliminate Deacon Frost. _My_ master has plans for him," she continued as she rested her hands on Lorelei's shoulders. Both women where wearing similarly cut dresses, which reached halfway down to their knees. Amora's was a dark green, while Lorelei's was a yellow colour. Both articles of clothing had been constructed entirely from their magics, so that they would fit to their bodies perfectly.

"Would Deacon extend the same offer to us?" Lorelei offered as she faced her sister head-on.

"No," Amora replied with a smirk. "He would not, to you at least. I believe that he is far to afraid of my master to risk his wrath. I will be safe from his soldiers." Her sisters words lacked the comfort that she was hoping to hear. Instead, there was a clear message that spoke of Lorelei's dispensability in the overall scheme of things. She so wanted to say something to her sister, to plead that she request the protection of her master extend itself. However, she understood that that was futile. Amora was never one to show any sort of remorse for those around her, after all. It was a cruel and unfair world the two of them lived in, and they had to make sure they survived, even if it meant sacrificing one another.

Deep down, that was something Lorelei wasn't sure she was alright with doing to her sister. And she knew that her feelings could very well lead to her own destruction and death. But still, they remained.

xxx

 _Where the hell..._ Peter thought as he looked around. Immediately, his mind raced back to the last thing he remembered, which was being confronted by two men in lab coats, after exposing the fraudulent tour guide. They...they had knocked him out with something. He could see the needle sticking into his left arm. A clear blue liquid flowed through the tube, and into his system. And although he had absolutely no idea what the liquid was, he knew he had to get it out of his body. It could have any one of a multitude of horrible side-effects. It could be slowly killing him, it could be extremely addictive, it could be destroying his brain cells.

"Oh good," a man's voice hissed, causing Peter to look up. The speaker was an extremely pale-looking man in his mid-forties. He had brown hair with greying tips. He wore a pair of round glasses around his neck. Peter gulped in shock as the man leaned in closer. His skin seemed to radiate cold temperatures, and there was something off about the way he smelled. "The young man is awake. Now, we can begin our tests..."

"What tests, ass hole?" Peter spat as he tried to free himself from his bonds, which where made of metal. The man did not answer him right away, so Peter continued with his interrogation. "I asked you a _AAGGGRRHH!"_ He screamed as he felt bolts of electricity pass through his body. In an instant, all he found himself able to see where white flashes, which he assumed where arcs of electricity. His mind began to race, as he tried to think of how he was still alive. He knew full well that no human body could withstand the forces being exhibited over his body. But, he still survived through not one, not two, but three painful surges of power running through his body.

The pain remained for several minutes, while the man with the glasses wrote down several notes on his notepad. Peter took the time to note the fact that his body was actually smoking, and that most of his clothes had been burned off. Slowly, but surely, Peter felt the feeling return to most of his body, as the 'Doctor' turned back around, and faced him.

"I bet you're wondering why you are here?" the Doctor smiled as he patted Peter on the cheek, and turned back away. "You see, young man, you are a part of history. I assume you're familiar with the legend of Captain America?" Peter blinked at the mention of the legendary superhero from world war two. Of course, everyone knew the story of Steve Rogers, the frail boy who went on to become a national hero. The man who had spat in Hitler's face and launched a staunch campaign against his terrible forces. "Well, we recently obtained a sample of his DNA. We where able to complete years of research in a few days, once we combined his DNA with our most recent attempts to replicate the super-soldier serum. We call this 'third generation serum' _In-325._ Needless to say, it has some interesting side effects."

"like what?" Peter snapped as he pulled against the restraints once more, to no avail.

"Well," the Doctor said with an honest shrug. "For one, it allows the individual to survive intense physical trauma." The man said with a slight sneer as he leaned in closer. This time, Peter kept his eyes open, and managed to catch a glimpse of an extremely toothy grin. Peter tried to lean back, as he understood that not only was the man very dangerous, but he also wasn't all there. Clearly, the man was delusional. _But...I did survive the electrocution..._ he thought to himself as he concluded that there was some truth to what the man said. "As a side-effect, the individual cannot die unless they are given extreme trauma that takes effect immediately. Things such as a bullet to the head, or to the heart will kill instantly. Decapitation works as well," the man said with deadly malice as he opened his eyes wide, bearing a set of vampire fangs. This told Peter that he was either in the middle of a bad dream, or stuck in a horrible reality.

A reality which his best friend was missing from.

"And now I take it you wish to know where your pretty little friend is?" the man, who Peter was beginning to suspect wasn't even human, snickered as he reared his head back. "She's safe, for now. We plan on keeping her as insurance, in case the police arrive. But afterwards..." He smiled, confirming the fact that he was at the very least, not human. "My brothers will be hungry after such a long day. And they taste so much better when they're young and-" Peter snapped as he pulled at his restraints again, this time feeling them give way completely to new-found strength that rested in his muscles. He felt so alive, so powerful! And he wanted to see how powerful he was by planting his fist into the man's jaw.

The Doctor's expression changed into a feral visage, as he lowered his shoulders and ran forwards. Something in the back of Peter's mind ticked as he mimicked the man's actions, and managed to drive his shoulder into the vampire before he could be attacked. They reeled back, and Peter managed to get in two solid blows before something told him to duck down, and he did so. He watched as the 'vampire's' clawed fingers sailed over his head. _What the fuck is going on here?_ Peter wondered as he delivered a strong uppercut to the man's jaw, sending him back even farther.

The beast recovered, and closed the distance faster than Peter could have ever anticipated. He knew in his mind that he would have been dead, if it weren't for the round shield that flew through the air, and struck the charging animal. Peter craned his head around as he spotted two men in heavy armour enter the room. One was balding and easily forty years old, while the other appeared to be in his mid-thirties. The younger one picked up the shield, as the older moved to cover the unconscious vampire.

"Broken spine," the older man said as he stood up and holstered his drawn weapon. Peter watched as the man's eyes flew from the container of the liquid, to the needle lying attached to it via plastic tubing, to Peter's arm, which still felt slightly funny. A look of both understanding and shock crossed the man's face. "You're coming with us. Now," the older man barked as he pointed to Peter, and raised his other hand to his ear. "We need a full evidence team here on the double! Rogers!" the man continued sharply, "take the kid and-"

"There's more!" Peter blurted as he pointed to the dead man. "He said there's more in the building! They took a friend of mine somewhere. He said-"

"Dammit!" the older man cursed as he reached for his ear once more. "Coulson to all points. More Vampires are inside, and they've got a hostage!" the man finished as he spun around and pointed towards Peter, and the younger man with the round shield. He beckoned them out of the room, leading with his drawn weapon through the dark corridors of the facility. More and more corners followed, with Peter feeling a sense of unease as he noticed that the entire place was abandoned. Where were all the staff he had seen? Where where the reporters who he had been with? And most importantly, where was Gwen Stacey?

Xxxxxxx

"You are sure that it is necessary to-?" Amora began to say, only to be interrupted by the man behind the desk holding up his hand and silencing her. Although she did not fear him, as he was just a mortal, she did fear her master, who had instructed her to obey the man in front of her. Regardless of the order. Even if it was for her to leave behind her apprentice, her own sister.

"It is, Amora," the man behind the desk replied with a heavy sigh as he intertwined his fingers. "Coulson is smart enough to know that Deacon Frost cannot have cooked this up on his own. Someone will have to have provided him with those magical amulets you gave him. The ones that allow the shock troops to move in the daylight," the man continued as he leaned forward, examining the alluring beauty before him. "Someone powerful in magic. Someone like Lorelei."

"Lorelei is not-" Amora began, as if she was insulted. The man smiled, knowing he should have expected that kind of a response towards his words. He had never meant to insinuate that Amora's sister was in any way better than she was. Because he knew how the Succubi's mind worked. She wanted to be known as the most dangerous, the most powerful.

"I never said she was," the man behind the desk said plainly. "But to someone like Agent Coulson, she will appear to be. Though," he said as his voice trailed off slightly. "She cannot be in any position to fight him. She must be weakened, so that she will not escape." He inclined his head as he leaned forward, hoping that there would be no issue with the deadly sorceress. "That task falls to you and you alone, Amora." He gazed at the inhuman before him, who bore only a slight twitch in her eyes. She almost was hesitant, but she refrained from speaking against him. She only gave a sigh as she turned around, and walked out the door.

As if on cue, a body slipped down from the shadows. It was the Black Cat, and she was scowling at him as she stepped forwards. Clearly, she wanted something from him. And he had a gut feeling of what that was.

"My _contract_ is over," the tall woman hissed as her muscles tensed. Her black bodysuit allowed him a good view of her rippling muscle structure. Which would have been extremely intimidating to him, if it weren't for the fact that he had an ace in the hole when it came to the woman. "I _will_ be going now," she snarled his way as he heard the distinct sound of muscles cracking and snapping.

"I am nothing," the man behind the desk stated clearly as he swept his eyes over the sultry display before him. "If not a man of my word. You are free to go," he said as he motioned towards the door. Not surprisingly, the Black Cat glared at him, clearly not trusting him. He understood this perfectly, because she had born the same expression around him for the past eighteen years, ever since he had forced her into his service. She turned away, giving him the perfect chance to continue with what he was going to say. "However," the man said, once more earning her attention. "I would hate to think what would happen if you where to open your mouth to the wrong people," it was a clear threat and a reminder of the agreement he had forced upon her many years ago. "I would hate to have to remind you of what happened to-"

"If you so much as _touch_ him...!" Black Cat snarled forcefully as she flexed her fingers, showing off the adamantium covered fingertips that looked like cat's claws. The man behind the desk knew full well that in her hands, with her enhanced speed and strength, they where deadly weapons. Single handedly, she had managed to tear through groups of soldiers in the past. On one occasion, she had permanently scarred one of Phil Coulson's top agents in a brutal melee. Which was why he had kept her on board for so many years, her effectiveness was unmatched in the field. Save for Captain America, her predecessor, perhaps. The Super-soldier was the only real competition that the Black Cat had now in terms of strength and speed, as he was sure that the scientists would be dealing with the boy he had requested they capture. Many in his organization had questioned his motivations for using that boy specifically, but he had shut them down quickly and effectively. All they needed to know was that it was very important that they used that boy in particular.

xxx

"Fuck!" Agent Donald Blake swore as he sprinted towards the car, firing his weapon off as fast as he could. Beside him, three of his fellow Agents followed in his steps, almost blindly firing their weapons as the horde of beasts charged their way. Bullets flew as two police officers joined their ranks, doing their best to keep the beasts at bay. However, their valiant efforts got them both killed in the most brutal way imaginable. Blake cringed as he saw their throats being ripped out. These animals where worse than he had ever imagined. They all deserved to die horrible, painful deaths. Over and over again, if he had anything to say about it.

"On your six!" someone shouted to his left, causing Blake to turn, only to see a pair of fangs reaching for his neck. Luckily, he managed to get off a single shot before it was all to late.

"Thanks for that!" Blake shouted as he fired off his last round, before re-loading his weapon with ease. He tried to focus his mind, they needed to find a way to contact Coulson. And, hopefully, reinforcements. Because he knew that the mere two-hundred agents in New York city wouldn't be nearly enough to combat the threat alone. This was almost unprecedented in his mind. They had no real contingencies for a situation such as this. It was to much for normal responses, yet seemingly not enough to risk opening the closed Vault.

"Watch out!" a civilian screamed, as she, and two of her friends, where overtaken by three vampires, who could move out in the daylight for some reason. From what he had heard, they should have been vaporized in the sunlight, which was beginning to fade. He shuddered at the thought of what would happen once the sun went down completely. Finally, he managed to reach the door to the armored car. He yanked it open just in time, and pressed on the gas. The vehicle lurched forward, and struck a beast that was attempting to feed on a fallen young woman.

"Get in!" Blake roared to his two fellow Agents, who obeyed without question. They dived inside, and Blake began to drive away. He headed towards the base, where all their solutions would be. They would be able to re-arm and prepare themselves for a second wave. Possibly even evacuate civilians out of the city. Manhattan could be sealed off, after all. If worse came to worse, it would become a Vampire city, much like Transylvania, or some of the small villages at the North Pole, where the peaceful Vampires supposedly lived.

xxx

"She's waking up."

"Should we-?"

"No. Those where not our orders. We already had-"

"But I'm still thirsty!"

"So am I!"

"We wait for him to come back!"

"But-"

"We wait!"

" _He_ won't be coming back," a final, British-sounding voice chimed in darkly. A series of gunshots rang out in her ears, bringing Gwen Stacey to full alertness. She opened her eyes wide, and saw a man wearing black body Armour standing over several dead bodies. In his right hand, he wielded a five-and-a-half foot long Katana, which looked something straight out of Hollywood. On his left, he carried a heavy-duty handgun, which looked like it could take a head clean off. And it certainly wasn't legal in any sense, due to the amount of modifications she could see.

Of course, she wasn't going to say a damn thing to him, because he had just saved her life. She tried to move, only to feel the cold steel press against her neck. The bald man had moved with lightning precision, and was pressing his sword against her throat, as he roughly pushed her head to the side, exposing her neck to the open air, as if he was checking for something.

"You're good," the man spat, as he swiped his sword against the ropes that where holding her to the chair. As soon as she was free, she got to her feet, and stumbled forward. She felt her foot slip in something slimy, which turned out to be blood. It covered the entire floor, sickening her. Who had created it all? Certainly not the three dead individuals in the room. "Get up," the man snapped at her, and she obeyed. Despite the fact that he looked like he was a natural-born killer, she somehow knew that she could trust him. Perhaps it was his special-forces like attire, or the fact that he hadn't already killed her so that there weren't any witnesses. "Stay quiet," the man whispered as he moved towards the open door. He peered around the corner, to check if the coast was clear. Once it was, he gave her the 'come forward' gesture, as he stepped out into the hall.

The lights where extremely dim, and the hall was entirely empty, giving off a feeling of a cheap, cheesy horror movie. Although, unnaturally cold. It nipped at her entire being as she stepped lightly down the hallway. Something flickered on her left, earning her complete attention. She froze on the spot, expecting something to leap out at her. It did, just from the opposite side of the room.

A feral monster, with inch-long canine teeth leaped at her. Fortunately, a blur of silver cut through the beast's neck. The head rolled to the side as the body, which had belonged to a police officer, fell to the ground with a splat. She cringed as her rescuer swept his sword to the side, cleaning the blood off it before turning away. Clearly, he was extremely comfortable with killing the beasts. Though, in her heart, she realized that they where indeed the Vampires of myth and legend. They bore all the signs and symptoms. Enhanced speed, fangs, inhuman strength. Clearly Vampires.

And she knew that she couldn't in good conscience just let the man who was her savior die because she was to weak to pull a trigger. So, she reached for the police officer's gun, and clicked the safety off. The weight told her it was fully loaded, that the officer hadn't even had enough time to pull it out, which she felt sorry for. But she also had no time to dwell on that fact, as she raced after the sword-wielding man. She was the daughter of a cop, after all. And she would get out of the situation alive, no matter what. She owed it to her father. To her friends. To Peter, wherever he was. She had to keep an eye out for him.

So, she hurried down the hallway, behind the sword-wielding man. She kept a close eye on him however, knowing that he looked unstable enough to turn on her without question. She held the gun at her side, feeling confident that she sufficiently remembered her father's rudimentary lessons in firearm use. Lessons which would now either save her life, or prove to be less that what was necessary, and get her killed.

xxx

"Who the hell-" the teenage boy began to say as Coulson led him down the hallway. Captain America was close behind, covering their rear as they sprinted down the hall. Meanwhile, a thousand possibilities where running through his mind. Why where the Vampires using such advanced technology? Why where they experimenting on the boy? In truth, this was out of his depth. He was familiar with the basics of the Vampire species, such as their methods of infecting another, and their basic hierarchy. But that was just about it. Fortunately, they did have a few Vampire specialists scattered around the world, and Coulson hoped that at least one of them was close enough to be of some use. "-are you people?" the boy finished as he skidded to a halt, narrowly avoiding a leaping bloodsucker. The monster in question had been aiming for the boy's jugular, but missed. No doubt thanks to the teenager's recently upgraded reflexes.

"That is a matter of national security," Coulson panted as he fired his gun twice into the Vampire's head. The beast died with the first bullet, but Coulson wanted to be sure. He couldn't afford to have it sneaking up on them, after all. "But we're the good guys," he continued as the three of them started to sprint down a long hallway. "Dedicated to serving and protecting the public in every way possible."

"Including using a Captain America wannabe?" the teenager boy smirked as he ducked through a doorway, which was only half open. Coulson followed suit, as did Steve Rogers. They where, however, met with an unexpected sight. Standing in the middle of the room, which looked like a lab of sorts, was none other than the Black Cat.

xxx

"Amora...?" Lorieli said nervously as she saw her sister's expression. It was clearly one of extreme contempt, and of resignation. As if she was about to do something which she was comfortable with doing. And the only things that Amora where comfortable doing where toying with man's affections and murder. And considering that Lorieli was one-hundred percent female, she knew there was about to be an issue which she would not enjoy resolving.

"Goodbye," Amora said as she whirled her hands around in a circular motion. Lorieli had mere seconds to react as a beam of sickly yellow energy flowed out from her sisters hands. In absolute desperation, Lorieli raised her arms, willing the ground to rise up and form a shield to protect her body from the blow. Her temporary shield worked, though it received a mighty crack through it's center, telling the succubi that it wouldn't protect her again. It also gave her a clear indication of her sister's lethal intent.

"Why!" Lorieli shrieked as she teleported herself to the other side of the room, and attempted to strike her sister from behind. Green energy flowed from her own fingertips, forming into a powerful bolt of lightning that would have incinerated any mortal in it's path. However, it passed through Amora as if she wasn't there. Which was more true than Lorieli realized, as Amora attacked her from the side, having used an illusion as a distraction. The ground rippled as Amora forced it to life, causing Lorieli to fall backwards.

"The master ordered it so," Amora said simply as she shot forth yellow electricity, which nipped at Lorieli's body. "We need someone to take responsibility for all this. It was planned from the beginning," her sister continued in a slightly wicked tone of voice. Her attack continued as Lorieli formed a magical shield, which saved her from the brunt of the lightning. What it could not save her from, however, was the intense force that followed. A wave of air struck the shield, shattering it into oblivion and thrusting Lorieli into the wall. The blow hit her with the force of a freight train, but she was able to recover, thanks to her Succubi physiology. Soon, she was reaching out with her fingers, willing a large chunk of concrete to strike Amora's side. It did, and the pressure on her body lifted.

Lorieli used this opportunity to race towards the doors of the warehouse. She reached them, when three bodies descended on her frame. Instantly, she could smell blood on them, which told her that they where Vampires. Most likely belonging to the local warlord, Deacon Frost. They attacked her with savage intent, slashing and biting with all their might. It didn't work, however, as Lorieli was far stronger than these creatures, and threw them off quickly.

Not quickly enough, however, as one of them managed to claw a deep gash into her shoulder. And on top of that, Amora re-appeared With a wave of her hand, she sent Lorieli flying across the street, in the semi-darkness.

Now, dazed and bleeding from her shoulder, Lorieli barely had enough time to react to the six Vampires descending on her. Two of them grabbed her arms, while another ripped his claws against her side. It took all of her concentration to summon a blast of green energy, which blew five of the six vampires back. The sixth, however, was strong enough to maintain his balance, and smiled wickedly at her, before he grabbed her by the throat.

"I've always wondered what Succubus taste like," he grinned as he lifted her into the air, chocking her as he did so. "Perhaps a bit more delicate than humans. Better muscle tissue, perhaps," the Vampire, who clearly held a position of power within the ranks, said with glee. He reared his head back, bearing deadly fangs as he did so.

"Frost!" Amora shouted hoarsely as she floated across the street. "We need her alive, for Coulson to find!" Through her half-closed eyelids, Lorieli could see Deacon Frost's muscles tense up as her sister spoke. Clearly, he did not like her, an emotion which Lorieli found herself reciprocating at the moment.

" _I_ shall do as I please," Deacon half-roared as he turned to face Amora.

"Do that," Amora snapped a reply, "and we will leave you behind, as the mastermind behind it all," she snarled as Deacon refused to back down. Something which had gotten many mortals killed over the centuries. Lorieli tried to move her arms, in an attempt to get away. She needed to get away. To plan her next more. Perhaps this was all some sort of great plan by their master, who she had never met before. But, try as she might, she found that she could not move any of her limbs. The slashing claws of the vampires had done their work.

"I have risked to much," Deacon Frost bellowed as he took a step forward, preparing to finish Lorieli off for good. "My warriors are marshaling across the city, preparing for war. The least you can offer me is-" _CRACK!_ Amora struck him with a bolt of lightning, which sent Frost to his knees. Meanwhile, Lorieli re-doubled her efforts to escape, and finally managed to summon the strength to move her arms and her legs. She managed to roll to her feet, rather unsteadily, as Amora looked at her with slight pity. Slight pity which did Lorieli no good whatsoever, as she was struck with a powerful beam of yellow energy. The beam of energy slammed her into the wall, sapping what little energy remained as a sinister glow enveloped her sister.

Strangely, that glow seemed to change. It went from one of glee to one of confusion, to one of shock. The yellow energy shooting out from her hands changed. It morphed itself into flames, which encircled Amora, despite her attempts to blast it away. The fire continued to grow stronger with every passing second, Lorieli could see that with her half-closed eyes. The flames even seemed to sprout a 'limb', which stretched out, and landed near her. Strangely, it formed into a humanoid shape, with arms and legs. Perhaps she was hallucinating from her wounds.

"Run," the flaming spectre shouted with a deep, male, European accent. "Run!" it repeated, as Lorieli stumbled to her feet. She felt dizzy beyond description, but she also knew that she had to listen to her fiery savior's commands. Even if it was nothing but her imagination. If she didn't then Amora would surely kill her, while under orders from the master.

Summoning all her strength, Lorieli teleported away. She did not know where she was headed, only that she was weak. So weak, that she could feel her life force ebbing away as she transported herself through space. She could not go far, barely even a mile. She only went far enough away from her sister so that she could not be found. For now, she knew that she needed to rest, to recover her strength.

She would be able to heal herself with magic, in time. But, the thing about using magic was that it required energy to use. Energy which Lorieli had used to fight off her sister, and which was being drained away by her wounds. She would have to find some soul to drain, or risk being unprepared for her next meeting with her sister.

xxx

" _Damn,"_ was all the woman he now knew as the Black Cat said as she stared Steve, Coulson and the boy, down. Coulson, obviously sensing a budding melee, pushed the boy out of the room as the Black Cat charged Steve head-on. He ignored her stunning beauty long enough to raise his shield and block a powerful kick, which caused him to slide back an inch. While his guard was up, the Black Cat somersaulted over his head, forcing him to turn on the spot. He managed to ram her into the wall, and he heard the sounds of bones breaking. That did not seem to stop her, however, as she gave a mighty push, freeing herself from the wall.

Steve motioned to tackle her once more, but the woman was too fast for him, and caught him in the gut with a sharp kick. He stumbled backwards under the force of the blow, as the woman followed up the strike with one to the head. This one he was more prepared for, and managed to duck under. He grabbed her leg, and forced her to the ground. Steve was quick to deliver a powerful, staggering blow to her pelvis. She buckled under the force of the blow, but managed to kick him off and roll to her feet.

"It's been a while since a man handled me like that," Black Cat smirked as she punched Steve's shoulder. Once more, the blow hurt more than he had expected. Clearly, she had some augmentation in her body. His eyes trailed up her body, distracting him long enough for Black Cat to rake her claws across his chest, ripping through his body-Armour with ease. As he recovered from the attack, she began to race into the hall, looking for a quick escape.

She only managed to step out of the door before Steve caught up with her. He rammed her into the wall, as Coulson and the kid looked on in slight shock. Steve continued his assault, by driving his shield into the Black Cat's shoulder and face. But, those did next to nothing, as she snapped his foot out and struck his kneecap. "I thought Coulson would have told you," the Black Cat sneered as she swept her claws across his face.

"Told me what?" Steve spat back as blood splattered against the side of the wall.

"The second-generation serum," Black Cat said as Steve ducked under a sweeping kick. "It grants an individual the ability to mimic combat styles," she continued as she kicked him in the stomach, hard. He fell back, and landed on his back. Before he could properly react, Black Cat straddled his chest, and pinned his shield-arm with one knee. "In addition to making us stronger, and faster than the original," she continued with an honest expression, as the teenager broke free of Coulson's shielding grip, and swung his leg out in an arc, clearly attempting to knock her off of Steve's chest. He got about halfway through his attack when Black Cat absentmindedly blocked it. "And because of the healing factor granted to me by James, I've been alive with an Olympian-level physique since the mid-fifties. Imagine how much I've been able to learn?" The stunning woman said as she released the kid, who tried to strike her with his fist.

Once more, the woman blocked the blow with ease. She rolled to her feet, still holding his arm in a tight grip. Steve could easily tell that while the kid was extremely strong, due to the serum that now running through his body, the woman was equally strong. But, more importantly, she was more skilled. While the kid certainly was trying his best, she was able to anticipate and counter his every movement perfectly.

"I'm gonna-" the kid snorted as he struggled.

"You've got tenacity, kid," Black Cat said as she whirled him around. "But you're telegraphing every bl-" she stopped her words in her mouth once they where face-to-face with one another and what happened next surprised him. Even in the low-light conditions, Steve could see that her facial expression changed for a split second. It went from one of slight pity to one of extreme surprise, and then to anger. She muttered something incomprehensible under her breath, as a gunshot echoed out from Coulson's direction. The bullet struck Black Cat in the shoulder and she shoved the kid away, directly into Coulson's path, forcing the man to abandon his second shot. And quick as her namesake, she swept down and slashed Steve across the face, forming four deep gashes, all of which he knew would heal in a matter of hours. But, for the time being, he was temporarily blinded, which allowed the Hydra operative to escape.

xxxxxxxxx

"What the hell-?" Officer Ramirez shouted as something crashed into the side of the squad car that George Stacey was driving. As police Captain, George wasn't usually the one to be driving vehicles on a patrol, but this was no ordinary patrol. There was no way that he could explain what was going on to anyone. Not to his fellow officers, not to the mayor of the city and not to the military general who was hammering him with questions.

No, instead he was more focused on finding and recovering civilians, which was a problem, given that he no longer had access to the Police headquarters. The station had been overrun by creatures that he could best describe as _Vampires_ less than an hour ago. He had personally witnessed a group of six highly-trained specialized response officers being mauled apart by a single blood-thirsty creature.

"Floor it!" George shouted as he saw the fanged creature get back on it's feet. In the distance, he could see a stunningly beautiful woman with energy warping around her hands. And George Stacey was to keen to miss the fact that the woman could either be a key player in what was going on, or at least know what was happening. "Turn!" he shouted as he waved his hand towards the woman.

The woman, in turn raised a hand, which somehow caused the squad car to flip over. The once pristine member of the NYPD's fleet became a smoking wreckage of metal in a matter of seconds. The car had landed on it's roof, and George heard something snap in his shoulder as the vehicle skidded to a halt. He managed to pull himself out of the car, through the smoke, despite a stabbing pain in his shoulder. One quick check over his shoulder revealed Officer Ramirez's fate.

Not that he had a lot of time to dwell on it. He was only barely able to bring his shotgun to bear against a charging attacker. With a small tug of his finger, the creature exploded into a thousand pieces. In an instant, the police Captain was smeared with blood that was not his own.

xxx

"Anyone wanna explain to me who the hell that chick was?" Peter fumed as he followed the two government agents out the door. Mere seconds ago, the Captain America wannabe had recovered from a sharp blow to the head, courtesy of some young woman in a form-fitting black suit. "And why the hell we're-" he was cut off as the balding man put an arm out, stopping him from entering the next hallway. Three of the 'Vampires' sprinted past them, completely unaware of the trio.

"Down this hall, and out the door on the right," the balding man said as he raised his gun.

"What's that supposed to mean-" Peter asked the man, as the wannabe legend raised his shield.

"Down!" the star-spangled man shouted, as two more of the beasts appeared from around the corner. With ease, the man managed to incapacitate them with a thrown shield. Two necks snapped back at an unnatural angle as three more of the beasts piled into the area. Peter was forced against the wall by one of them, while the balding man shot at the other two. One bullet struck home in a creature's forehead. Peter managed to push the one beast away as three more came into the room. Peter swept his arm down and grabbed the nearest object he could find, which was a metal pipe, and struck one of them on the side of the head, as if he was hitting a baseball. To his horror, it's head gave way with a mighty _crunch!_ And in an instant, the creature burst into flames, thereby confirming his suspicions that they where indeed vampires.

Which freed him from his qualms about how to deal with them. Twice more he swung his makeshift weapon, hitting true and eliminating the creatures. The third time, it managed to duck and wrestle the pipe from his hands. But Peter was not without his wit, and managed to strike it's head before the vampire could fully react to him.

"Captain!" the balding man shouted as he shot off two more rounds. "We have to fall back! Get to-" He was cut off by a series of loud gunshots coming from down the hallway. Peter managed to turn in time to see an African-American man wearing heavy combat gear and wielding a sword and a gun. He watched as the man sliced through one of the vampires with expert ease, like he had done it a million times before. "Brooks?" the bald man snapped in surprise.

"Coulson," the newcomer, Brooks, replied with a snap as he twirled around and fired his gun twice, killing two vampires in an instant. "I thought you where in Moscow chasing down-" he sighed as a second figure, who Peter immediately ran to greet, appeared from around the corner. Gwen looked to be relatively unhurt, save for what looked like a slight bump on her head. In her hands, she carried a handgun. From the looks of things, she had been using it to some effect.

"Good god," Gwen half whispered as she pulled him into a tight, one-armed hug. "I thought-"

"I'm fine," he replied, doing his best to keep the lie out of his voice. He wasn't sure what the hell he was feeling at the moment. He felt as though he was experiencing a heightened awareness of his surroundings. He could see everything around him in perfect clarity. Miniscule differences in skin tones. Flecks of dirt. Tiny pulses of blood flowing close to the surface of skin. It was a maddening experience, in truth. A part of him wanted to just tear his own eyes out. But he knew that would not solve the problem. It would only be an obstacle that he would create.

"Who is this man?" the wannabe Captain America said briskly as he brought his gun to bear.

"You gotta be fucking kidding me," the man named Brooks replied as he sheathed his sword. "You actually-" he stammered as he looked from Coulson to the wannabe, obviously in some for of shock. Which was understandable in Peter Parker's mind. They where, after all, in the middle of a Vampire siege. Anyone would be flustered by it.

"We did," Coulson replied with a slight pant as he wiped the glistening sweat from his bald patch. "But right now we've got more pressing issues," he said as he waved his hand towards Peter hastily. This, in turn, caused Gwen to look back towards him.

"Peter, what's he talking about?" Gwen asked with a worried look in her eye.

"It's nothing," Peter replied hastily.

"It is something," Coulson snapped, "something which we need to examine, and now. We have-" he was cut off by a loud screeching sound, which was followed by a _Bang!._ All present turned their heads towards the front entrance, which was partially caved in. What was more shocking however, was the white-and-blue police vehicle sticking halfway through it. Peter barely had enough time to fully react before Gwen had begun to race over to the downed vehicle, and the two occupants inside. "Girl!" Coulson snapped harshly, "get down!" No sooner had Gwen hit the floor than Peter's peripheral vision picked up a charging Vampire, which promptly received two bullet holes in it's chest before falling to the ground. But only one of those bullets had come from behind Peter. The other had come from the vehicle itself.

"Dad!" Gwen shouted as she rolled back to her feet.

"Shit!" Coulson growled as Peter heard two more gunshots ring out in his ears. "We need to-" he shouted as Peter spun around, just in time to raise his arms up in defence against a charging Vampire, which was bearing it's long fangs at him as it ran. Luckily, Peter managed to kick it away using the very same manoeuvre he had seen the woman use earlier. The creature crashed into the wall, and Peter rushed over to Gwen's side. There, sure enough, was her father, lying with a large gash above his temple. Gwen's hands where trembling as she tried to pull him out, so Peter leaned down to give her any assistance that he could in dragging her half-conscious father out of the wreckage. A quick glance to the side revealed his partner's fate to be rather nasty and unpleasant.

"Come on!" Brooks bellowed as he motioned towards the other half of the door. "We need to get-"

"I'm not leaving him!" Gwen shouted back as she tried and failed to lift her father over her shoulders.

"Let me-" Peter said in a half-calm voice as he took George Stacey from her, and draped him over his own shoulders. He found the captain to be surprisingly light, and left that fact to his recent exposure to the formula, and made a mental note to test his limits later on. Because clearly, they where different than before. Only the slight ramblings of George Stacey where enough to bring his mind back to the real world, as he followed the trained government agents outside.

And never before could he have imagined that he would rather face a horde of Vampires than what he saw before him.

xxx

Even by what he had seen over the past few days, this was indeed strange. Phones that did not require a wire and could fit in one's hand, he could handle. A vast electronic network of information that allowed an individual to communicate with the world in a matter of seconds, he could handle. Music being sung by preteen-looking boys who where idolized by millions confused him, but he could handle it. There where a lot of things that seemed strange to him in this new time, but this certainly took the cake. A golden-haired woman standing in the middle of the street, wearing what looked like a mixture between a nightgown and formal Asian-style robes coloured with gold and red while what could best be described as magic flowed from her fingertips.

"What the-" the man named 'Brooks' stammered as he came to a halt beside Steve. Clearly, they both shared the same confusion and utter shock at the whole scene. Luckily Director Coulson did not, and yelled hoarsely to get under cover. Steve managed to roll into cover as the back half of a truck sailed overhead, and the witch-woman spoke in a strange language that he did not understand. But he didn't have to, as he peered out from cover and fired two bullets straight towards her head. But unfortunately, a greenish shield-like projection popped into existence and blocked both shots. And in retaliation, the woman hurled a cinder block in their direction, which forced Steve and Brooks out of cover.

"I'll cover you!" Steve snapped as he emptied his clip and inserted a new one. "While you close the gap. Try and-"

"Yeah, yeah," Brooks replied as he unsheathed his sword and burst forward in a zigzag pattern, never once giving the witch-woman a clear shot. All the while Steve, Coulson, and the blonde-haired girl who had been tailing Brooks fired off a volley of gunshots, each of which was blocked by the same shield-like apparition as before. However, they where not meant to hit home. Only to serve as a distraction to allow Brooks to get in close, and incapacitate the witch with his sword.

But he never even got close. In a blink, the woman flicked her wrist and sent forth four bolts of energy. One hit Brooks, sending him flying several feet in the air. Another arced towards Coulson, who managed to duck in time. The third raced towards the blonde teenager, who was pulled aside by the male who Steve could only assume was her boyfriend. The final beam bounced off his shield, forcing him back a step. But he was quick to recover, and began to run towards the woman, hoping that his superior speed and strength would be enough to overcome her magic powers, whatever they where.

" _LEAVE ME ALONE!_ " The woman shrieked, as a tidal wave of power washed over him, knocking the super-soldier to the ground, and decimating everything in a twenty-five foot radius. Everybody was on their knees or on their back, with their ears bleeding, except for the young man who the Vampires had held captive. He was busying himself with the young woman, who had fallen unconscious, and the police officer. Steve turned his head to look where the witch had been, but only saw a swirl of dust, and about twenty Vampires. Three of them piled on him, rendering his arms useless as another moved to claw at his face. Out of the corner of his eye, he could see the young man being held down by four of the beasts. Clearly, the boy was a fighter, and not someone who Steve would want as an enemy. He saw the boy manage to kick away one of the beasts before a boot blocked his vision.

But it was not a boot that belonged to one of the vampires. Or the witch. Or Coulson. Or Brooks. No, this boot was pure scarlet red, with gold trimming around the edges. Four quick _thud_ 's followed, and the Vampires holding Steve down fell to the ground, missing their heads. This allowed him to roll to his feet, and get a good look at his saviour, who had turned around and tossed what looked like a grenade into the air.

"Down!" the red-clad individual, who Steve briefly remembered seeing before being knocked unconscious earlier that day, shouted. On cue, the grenade she had thrown let out a flash of light, and a cloud of smoke. In an instant, all the vampires in the area had gone and turned into ash. Obviously the grenade had seen to that. And now he was able to get a much firmer view of the woman who had saved his life.

She was within an inch of his height, and wore a concealing red-and-gold bodysuit. The only part of her skin that he could see was her mouth, which was tucked into a sharp smirk. She leaned her body to the side, pointing her hips in the opposite direction of her shoulders as she looked him up and down.

"I'm sorry about earlier," she said with an accent that could best be described as a blank one. It was as if she was so used to changing the way she spoke, that she had developed a completely new way of speaking just for herself.

"You where in a rush," Steve replied as he hefted his shield against his shoulder. "But you can-"

"I'm not sticking around," the woman replied sharply as she turned around, swaying her hips slightly as she did so. "As much as I'd like to, and as cute as you are, I've got more pressing issues to deal with," she continued as Coulson managed to get to his feet, and walk over to them. "The woman's name is Loreli, and she was betrayed by the man you've been hunting, Coulson," the woman said as she inclined her head in the Director's direction, as the older man ran a hand through his hair, obviously perplexed by the situation.

"Mam..." Coulson began to say.

"I assure you," the woman in red replied sternly, "I am one-hundred percent the real Spider-woman. The serum is still pumping through these veins," she said as she gave a tiny flex of her forearms. "And it's flowing through his now, as I understand it," she said as she pointed to the young male with brown hair, who was helping the blonde girl to her feet. "All I know is that the Black Hydra King is planning something even bigger than this, and it involves super-soldiers. Lots of them. That grenade should drive off all bloodsuckers in a twenty-mile range, once it begins to spread," she finished with a huff as she turned away again.

"We need to debrief-" Coulson began to utter.

"If you try and follow me," the woman snapped, "your men _will_ be killed. I don't work with the government anymore," she continued with a threat. "They can't be trusted. They'd ruin and destroy everything that I hold dear. Again." Those last words carried a break of her voice in them, as if she was recalling a painful memory of a time long forgotten. She spoke with such open hate of an institution that he trusted with his life, which baffled him. What could have happened that was so horrible that she hated the people who gave her her freedom?

xxx

**One Week Later:**

"So..." Peter said as he stood in front of Coulson's desk. "I'm not going to turn into some radiation-powered freak of nature?" He asked with half a smirk.

"No," Phil Coulson replied as he looked down at his desk, where a series of files lay. "No, you're not, Mr Parker. We got lucky this time," he finished, matching Peter's smirk as he folded his hands in on one another. "You should ask Agent May about the time she encountered the _Wendigo_ up north. Or Tripplet about the Swamp-Thing."

"So...you guys deal with this shit a lot, I take it?" Peter asked as he looked around the room, eyeing the numerous antiques and outdated equipment. "An invasion of Vampires seems like it might be normal to you. How do you plan on-"

"Most media is electronic now," Coulson replied with a simple shrug. "We send out a specific virus that deletes and changes the information. Vampires get replaced with drunks in masks. That kind of thing," The older man said with a sigh as he picked up one of the files that was in front of him. "And eventually, people start believing it. Crowds are good in that way," the man finished as he fiddled with the papers in the folder.

"Hmm," Peter muttered as he eyed the folder, wondering what it contained. "And you called me here because-?"

"To thank you for your services," Coulson said as he snapped his head back up into an alert position. "You provided essential support during the last hour of the invasion. I highly doubt that Captain Rogers would have been able to handle that woman on her own."

"Captain Rogers?" Peter half-stammered, "you mean he's not a fake? He's actually-"

"The real deal. A super-soldier returning from the dead," Coulson said as he walked around the desk. "Seems to be a lot of that going around," the balding man continued as he rubbed the back of his head. "What with Spider-woman coming-"

"You mean the hottie in red, right?"

"I- well, yes," Coulson muttered with a wry smile, "yes, the hottie in red. She was a part of the second-generation Super-soldier program. Or, alternatively, she was a part of the superhero team _The Defenders._ They where meant to sort of...replace Captain America as the head of world security. To be a fighting force for good and all that," he continued as he snapped his fingers and moved to a filing cabinet on the other side of the room. "There...here," he said as he pulled out a poster, which had ' _Defenders'_ written in bold lettering across the top. "Here's the whole team," Coulson remarked with a hint of joy as he traced his finger across the frame. "There's _Ronin,_ he really liked to get in the thick of things. And beside him is _Black Knight,_ he headed up the not-so-public operations. And...Ah! There's Northstar, Power Man and Iron Fist man, those guys like to dish out pranks and-"

"You met them?" Peter asked sheepishly.

"A few times," Coulson replied with a slight shrug. "They're legends in this organization. One could sneeze and everyone would know. _Oh!_ There's Deathlock, easily the most isolated one. And next to him...well there's Spider-Woman, almost hanging off of their leader, Captain Marvel. A lot of people think they might have had something in between them, even though it was against regulations but..."

"What happened to them?" Peter asked, pulling Coulson out of his trip down memory lane.

"They umm..." Coulson began to reply, before cutting himself off. "No one really knows, kid. Some people say they just...quit. But-" Again, Peter saw the man stop the words in his mouth, before continuing to speak. "But the important thing is," the man said with a fake smile, "is that the legacy lives on in you. Make them proud," he said as he clapped Peter on the shoulder. "Enclosed you will find a list of people who where associated with the program. Not the heroes themselves, but support staff. Hopefully, you might find some answers there."

xxx

"Enter," a cool, collected male voice said from the other side of the door. Most people found themselves terrified when they heard that voice, but not Susan Von Doom, Queen of Latveria. No, she walked in as if she owned the place, never once glancing over at the twenty armed guards eyeing her, or the seemingly young woman draped over the arms of the man she had come here to see. "You have news?" the man asked in a serious tone. Obviously, they where all trying to intimidate her, to cow her into serving their will. But that would not work. Susan wielded immense political power, more than any president could ever hope for. And in addition to which, her own natural skills where beyond reproach. If she wanted everyone in the room dead, then that would happen in an instant.

"I do," Susan replied as she motioned to her briefcase. "That girl really did good damage to him. She hurt all the right places," Susan mocked as she imagined the pain that Tony Stark was going through at the moment. Sure, when in his presence, she feigned interest in him, even dropping hints of romantic infatuation. But in reality all she was interested in was completing the work of her father, and of her ancestors. "He is in surgery as we speak. My top scientists will have him fully operational within the month. After which he will-"

"After which we will allow him to attempt to reclaim his property from Mrs Stark," the man behind the desk said darkly as he clasped his hands together. Behind him, the woman suppressed a slight giggle of laughter. "But you are sure that the technology will suppress his-"

"It is far more proven than your whore's magic," Susan snapped as she indicated to the woman who was leaning against her associate. "Who, as I understand it, was not able to complete her final task?" The woman let out a slight hiss at Susan's insult, clearly she was used to being treated with respect.

"Loreli will be dealt with," the man behind the desk said calmly as he held up a hand, stopping the woman in her tracks. "She is but a minor setback. In order to proceed, we will need Stark to be the public face of heroes. Someone to rival the _good_ Captain," the man behind the desk finished with a small nod in Susan's direction.

"Then it is a good thing that I am so persuasive," Susan replied as she flicked her hair out of her face. "Until next time then, Norman?"

"Next time," Norman Osborn, her associate, said with a glowing grin that spoke volumes of power. _"Hail HYDRA."_

xxx

"Sir?" Captain Rogers said as he folded his hands behind his back, "you requested me?"

"I did," Coulson replied with a sigh as he prepared himself for what was to come. The past few days had been harder on him than most could handle. Easily more difficult than what the Captain had gone through. "Have a seat, Captain," Coulson said as he motioned to the seat in front of him, which the man promptly took.

"S-" Rogers began to say, before Coulson silenced him.

"Your men have earned a leave of absence from active duty," Coulson said calmly as he folded his hands over one another. "You preformed admirably in the face of a great threat that I hope none of us ever have to face again," the man continued as he sat down in his own chair.

"And you could have said this out there," Rogers replied, not missing a beat as he inclined his head. "Why with the secrecy?"

"My job is not as easy as most think," Coulson said firmly, as he twitched his fingers in on one another. "I am a professional lair. I hide truths. I burn evidence, all in the name of keeping the world safe. I've destroyed lives, I've broken hearts, I've...killed in the name of justice. And every one of those things haunts me at night."

"Sir?" Rogers asked as he began to rise to his feet, "is everything-?"

"Everything is up here," Coulson said in a more controlled tone of voice as he pointed towards his head. "Everything, except...except something. I know it should be there, that I should be able to remember something I did...a long time ago. But I can't. I can't remember it, Captain."

"Then what do you need me to do?" Rogers asked simply, as he snapped to a salute.


	5. Respite

 

 

_Logan, Run!" A woman shouted as fire engulfed all around them. She was the same woman from before. She still held a baby in her arms, shielding it from harm, "Go! They found us!" she hollered hoarsely over the sounds of vicious battle. What had once been simple gun fire and mortar fire now resembled a bloody battle between rampaging beasts._

" _There's no way I'm-" Logan growled as the two of them sprinted for the nearest cover. No sooner had they reached relative safety than machine-gun fire peppered where they had been not twenty seconds ago. "Where's the Captain?" Logan roared as he reached out from cover, to grab a fallen soldier's rifle. He peered out from cover and fired off three rounds, striking an enemy fire-team before the clip was depleted. As he re-loaded, another form came into view, this one looking extremely battered and beaten. His uniform was torn in many places, and several wounds where still healing._

" _Marie!" the man said as he slid into place beside the woman. "I went to the barracks and-"_

" _We're fine! We're both fine!" the woman, Marie, answered with an exasperated sigh. "Logan got us out," she continued as she unravelled her arms slightly. Out of the corner of his eye, Logan could see a tiny arm waving in the air feebly. "He sleeps like his-" A mortar shell impacted several feet from them, cutting the reunion short. Wordlessly, Logan made an agreement with the man, that he would remain behind and cover the other three as they found a new hole to hide out in. With a nod, Logan dove out from cover and hit three enemy soldiers with perfect aim._

_While in most cases he preferred to his his hands in a fight, this was an extreme case. His aim had to be true, because there was a real danger of death. Not for himself, or the man, or the woman. They where all trained super-soldiers. Bred for deadly combat. But for the baby, the danger was very real. All three adults may have had extreme regenerative abilities, but the child did not. And he loved that boy like his own son. He had been there in the delivery room. He had been the fourth to hold him in his arms, after the mother, father and doctor. Therefore, his aim had no option but to be true._

_Six bullets left the rifle's magazine. And six Hydra soldiers fell to the ground with holes in their skulls. A seventh left the muzzle as new bullets impacted his shoulder. Logan turned to see two Hydra fire-teams peering out from the rubble. Logan let out a bellow as he fired off his last two bullets, before charging in with nothing but the empty rifle. He smashed it against one soldier's head, mixing metal with bone and brain as he extended three six-inch metal claws from his right hand, slicing another soldier's throat open. With a barbaric roar, Logan tore the third's limbs off, and re-purposed it's weapon for his own uses, mowing down the last of them in a bloody haze._

_As the last of the soldiers fell, a beastly roar split the night sky. Logan spun around to see a huge, seven-foot tall hulking form made of pure muscle silhouetted against the burning base. A foe worthy of any soldier._

"Logan!" A small voice said calmly, causing him to open his eyes wide. He was not in the middle of a war-zone anymore. He was back at the school. He was lying on one of the couches in one of the lounges. It was dark outside, and he realized that he must have fallen asleep, as the television was still on. He looked to the side, and was unsurprised by who the speaker was. Jubilee slowly caressed his forehead before he brushed her hand away. "Are you alright?" the petite Asian girl asked him softly.

"'m fine," Logan grumbled in response as he swung his feet around so that he could rest them on the cold hard floor. He blinked as he shied his eyes away from the somewhat revealing nightgown Jubilee was wearing. The low-cut V-neck left little to the imagination, and the fabric caressed her hips very closely. "Wha' time is it?" he asked, still trying to both rid himself of the thoughts about his student's clothing and delve deeper into his mind about what his dream had shown him.

He remembered the woman, and her name, Marie. He remembered that she had a child with her on that night. He briefly remembered the boy's father, though not the man's name. He strained his brain as he tried to come up with a solution for his apparent amnesia. He felt as though something was blocking him from achieving his goal, like there was a crumbling wall between him and the rest of his life. A wall which he needed to breach.

"How bad?" the younger mutant girl asked as she put her hand on his shoulder.

"Bad," Logan grumbled as he got to his feet.

"Wanna talk about it?" She asked in a soft tone as he tried to pull away.

"There's nothing to talk about," Logan replied shortly as he shrugged his shoulders. "What time is it?"

"A little past four," Jubilee said quietly as Logan began to make his way out into the hall. "You where moaning and tossing in your sleep. So I-"

"I get it," Logan shrugged as he ran his hand through his hair. "I get it...I'm gonna go down to the lab. See if Hank made any progress," he continued as he turned his thoughts to the young woman he had found in a block of ice back at the abandoned base. She appeared to be at least fifteen years old, and of Asian-American descent. Preliminary body-scans showed that there was brain activity, meaning she was indeed alive. Hank had told Logan that he intended to revive the girl later that day, but needed to assemble the proper equipment. And that the process would be rather slow, taking several hours to properly complete.

" _And of course, there's no guarantee that it will work,"_ Hank had told him ever so bluntly. _"There is a chance that she has suffered great brain damage from the ice, even if she was properly maintained. And there seems to be a slight genetic anomaly..."_

"I'll go make you two something to eat," Jubilee said plainly as she slipped past him, tightening her robe as she did so. "Hank must be so exhausted...same with you. So... bacon and eggs? Coffee?" She asked as she turned slightly in the doorway, giving him a simple wink and a playful smile aimed in his direction.

xxx

Being one of the most powerful telepathic individuals in the world, if not _the_ most powerful, certainly came with it's fair share of problems. It meant that one had to have perfect mental discipline. One had to resist the urges to delve deep into someone's psyche and discover hidden truths. And one also had to learn to block out disparaging thoughts from those around you. Even at the tender age of fifteen/sixteen, Jean Grey had found herself as the object of many fantasies. And now, being twenty-five and in charge of a lot of students, she had to deal with 'teacher-fantasies' that grossed her out greatly.

That had lead to her extensive training with Professor Xavier who, while maybe not as powerful as she was, was far more skilled in the use of his power. He had taught her a wide variety of skills. Including, but not limited to, mental probing, telepathic defence, psychic attacks and most interesting, psychic cloaking. He taught her the skill of hiding herself from others by literally creating a blind-spot in their thought-process. Their eyes could 'see' her, and their ears could 'hear' her, but the information was 'blocked' from their mind. It didn't work against machines, and she had to be really careful around skilled telepaths. (She'd managed to hide herself from the professor on one or two occasions for less than a minute.)

But on this early morning, she didn't need to worry. Neither of her quarry where telepathic, or really looking for her presence. She had been alerted to a disturbance several minutes prior, when she 'heard' psychic spikes coming from the nearest lounge. Upon discovering that Logan was the source of the spikes, she was quick to hide herself from the man she considered to be one of her closest and most trusted friends. After all, he did have a history with violent outbursts after experiencing vivid nightmares about the wars he had been in.

But what intrigued her more was the second mind she sensed. In an instant, she knew it was Jubilee, coming to Logan's side. And that was the part that slightly concerned her. Any one of the school's administrators could see that kind of affection as a red flag. After all, it wouldn't be too hard for one of them to come to the conclusion that the relationship was far more than a student-teacher one.

Of course, Jean knew Logan would never do anything like that. He was trying to fulfil a fatherly role to the young, abandoned Mutant. But Jubilee obviously saw things a different way. Jean didn't need to be psychic to see the apparent attraction she had to Logan. Which was why she let out a long sigh when she heard Jubilee offer Logan breakfast, and saw the somewhat seductive wink she was giving him. Perhaps it was time that Jean had a little one-on-one chat with the girl about her inappropriate behaviour.

xxx

"How long before-" Logan asked as he ran his hands through his short black hair. It had been several hours since he had woken up, and nearly every moment he had been in the infirmary, overseeing the process.

"Five minutes, at least," the furred Mutant known as Hank McCoy replied in a warm tone of voice. "I have to keep the temperature rising at a steady, but slow pace in order to properly preserve her tissue. Otherwise, she could become brain-dead in a matter of seconds." Logan inclined his head slightly, understanding what the doctor was saying perfectly as he watched the ice retract around the girl's body little by little. So many questions where thundering through his head at the moment. Who was she? Where did she come from? Why did the man over the speaker want him to take her? "Of course, we don't know how long it will take her to recover from her medically-induced coma. It could be hours," Hank said with a slight sigh as he fumbled his glasses, "or not at all. And there's still this anomaly to study," he finished as he turned around, and lit up a screen for Logan to see.

"Anomaly?" Logan asked as he leaned in closer, "Like Downs syndrome? Or-"

"No," Hank replied with a sigh. "As far as I can tell, this girl's brain was working fine before she was frozen. What I am referring to is," Hank continued as he clicked a button, which showed a close-up of blood cells, "this. I managed to obtain a sample of her blood by injecting a nanobot into the ice, which then burrowed down and took a small sample. It-"

"Get to the point, Hank," a warm, welcoming voice said as the sound of rubber against ceramic was heard coming into the room, followed shortly by footsteps. A quick glance to the side revealed Professor Charles Xavier smiling from his wheelchair, and Scott Summers, co-field-leader of the X-men and Jean Grey's Ex-Boyfriend, Scott Summers. "To answer your question, Logan," Xavier said as he folded his hands together, "the one that you haven't asked, that is. No, she is not brain damaged. She I can detect signs of life in her even as we speak. I have been keeping a close eye on her."

"Have you learned anything?" Logan asked.

"I have seen faint, fuzzy memories. More of which I will disclose in private," Xavier said with a nod as he crossed his fingers. "You know my feelings about violating someone's mind, Logan." Logan nodded, remembering the many conversations he used to have with the professor about ethics, and why he couldn't just _force_ Logan's memories to return. _'Amnesia is like a powerful psychic barrier. Easy to be put in place, but nearly impossible to forcefully remove. It must be eroded for the mind's own sake'._ "Now, you where saying, Hank?"

"I..yes," Hank stuttered as he scratched his chin. "Her D.N.A contains a genetic anomaly unlike any I have ever seen before," he sighed slightly as he pointed to one of the screens. "I sent these readings to an old colleague of mine who specializes in cellular genetics, Doctor Rao." Hank said with a hint of pride. Obviously he and this 'Doctor Rao' where more than colleagues at one point. "And she says that this 'anomaly' causes a physical change in the body when properly triggered. What that trigger is," Hank continued as he pushed his glasses up again, "neither of us can say. I doubt even _she_ could tell us," Hank finished as he pointed to the girl, who was now completely free of the ice, which had melted into a small puddle of water around the base of the table on which she lay.

"But she's definitely a mutant?" Scott asked in an ever-so-blunt tone of voice.

"One-hundred percent," Hank replied surely. "Her DNA does contain an active X-gene. Obviously, we can't determine what her powers are just yet, but-" there was a loud clamour that cut Hank's words off. A blur of movement moved in Logan's peripheral vision as the previously-comatose girl leaped off the table. In a single bound, she flipped over Scott and landed behind Hank. Before any of them could react, she managed to grab a scalpel with her right hand, and place it against Hank's throat.

"Who are-" she began to bellow aggressively, until her eyes fell on Logan, and she dropped the scalpel to the floor.

"Dad?"

xxx

"And a toast!" Dugan said as he raised the Styrofoam cup in his hands, "to the man who invented the latte! If only-" Jack elbowed him hard in the shoulder, silencing him.

"We are supposed to remain unnoticed!" Jack berated as he took a sip of the drink in his hands. "This stuff has been around for years, and we need to act like it!" the soldier continued as he set the drink down, and took a bite out of the sugar-coated pastry he had bought ten minutes ago. "Though I agree," Jack continued in a more subdued tone, "These would make far better rations than anything we had in the war. They'd probably keep better to," he joked as silence fell on the three soldiers. It was the first time any of them had brought up the war since being thrust into this new time. "Wyatt would have loved these," Jack nodded, more to himself than to his fellow soldiers.

"Barnes would have liked the music," Steve added in as he took a sip from his cup. "He would've blasted it on the plane going in."

"Howlet would've hated that," Dugan replied with a half smirk. "He might have gone and _pushed_ Barnes out for playing stuff like they play now," the man continued as he stroked his chin. "But I think we all know who'd love this time the most."

"Eric Parker," Steve replied with half a smirk as he imagined the young man's delight at all the new technology available. One person could now do everything on a hand held phone that Eric Parker had to do with forty pounds of equipment, and more. "He would've had a heart attack."

"Agreed," Jack added in solemnly with a sigh, "That's probably what happened, too."

"I talked with Coulson," Steve said in his most re-assuring tone of voice. "He said that he's going to look into all our old friend's whereabouts. See if he can at least track down where they're buried, so we can give our final respects." They all nodded together, confirming their wish to give the men they served with a proper send-off. Every commando had attended a service for fallen friends back in the war, only critical injuries or missions keeping them back.

"Coulson's a good man," Dugan offered up. "Maybe a little too bureaucratic, but a good man through and through. Honest, and true to his word." Steve wanted to say something at that point, to correct his fellow soldier by stating his innermost feelings about their new commanding officer. Coulson had told him point-blank that even he didn't trust himself anymore, so why should Steve fully trust the man? "And a very fair leader, wouldn't you say, Cap?"

"I..yes," Steve lied, which he was uncomfortable with doing to a man who had saved his life on several occasions. "Yes, he seems like a fair leader."

"Coulda used some men like him back in the day," Jack shrugged with a half smirk. "Remember that time ol' Phillips was at the base and we where attacked? Panicked, he did. Screamed like a little girl when that first Hydra soldier came around the bend." Steve found himself not listening to the war story. Instead, his attention was drawn elsewhere, towards a woman sitting at a cafe across the street. At first, she seemed very unassuming, sitting there all alone, reading a newspaper as she drank a coffee. But something went off in his head when he glanced over her.

Then it hit him. He had seen her before. At the service for the officer he had shot. She was the woman with the veil who he had spoken to. And the one that he had been unable to find any trace of afterwards. So, with this information, he slowly got to his feet, praying to god that she didn't see him. Both Jack and Dugan made a motion to stand up as well, but Steve raised his hand slowly, and motioned for them to sit as he slipped into the crowd of New Yorkers.

He used them as the perfect cover, coming around in a long circle before he neared the woman. However, she simply got to her feet, unaware that he was following her, and started to walk away. He kept his distance, which was about a quarter of a block, from the woman, out of fear that she would find him. His heart raced slightly as she turned a corner, and he followed closely, fearing that he might lose her, which he didn't, thankfully. He maintained his sight of her as she passed by a large sign that read ' _Daily Bugle Communications',_ and crept into an alleyway without even batting an eye.

Here, Steve had to be much more careful, with almost no one to use as cover, she could easily spot him. He had a moment of panic as the woman stopped in her tracks. Thankfully it was only to pick up her phone, which was receiving a call. As she began to talk, she resumed walking, and Steve resumed his pursuit of the mystery veiled woman. He caught a few words from her conversation, _'Is done' 'the girl needs' 'you promised-!'_ but they didn't mean anything to him in the slightest.

As the woman exited the alley, she put away her phone, and made a beeline for a fancy-looking hotel across the street. A single set of doors with grand, ornate decorations above greeted both of them as they entered, with him still trailing a bit behind. He managed to enter without a hassle, simply giving a nod to the doorman as he passed by, hoping that he wasn't discovered or walking into a trap.

A great red carpet lined the floor, which he followed towards the elevator, which the woman was about to take. This was where Steve cursed himself, knowing that he would never be able to get in the same elevator as her, or he'd be discovered. But a solution came to him, as he saw that the stairwell followed the elevator upwards. So, using his enhanced speed, he began to climb the otherwise empty stairs with surprising speed. He took two steps at a time, barely exhausting himself as he passed the second floor, only pausing to see if the woman came out. She didn't, so he continued onwards. And neither did she exit on the third, fourth or fifth floors.

In fact, she didn't exit the elevator until the very top floor, which was labelled with the words _Private Suite._ Which to him, meant increased security. A part of him thought about calling for backup, but he realized that would take a lot of time for Coulson to scramble. And he was also still unsure of what role this woman had to play. Perhaps it was nothing at all, in fact. Steve considered turning back, not wanting to risk being caught looking like a criminal when he heard the steady _Wwwwssshhhhh!_ of a running shower. Which meant that he had time, at least. Time enough maybe for a quick peak inside, to see if any of his suspicions where true.

He quietly pushed the door open, revealing a luxurious living room. Black sofas lined one wall, while a grand flat-screen television lined the other. An ornate wooden coffee table lay in the centre of the room, topped with three separate magazines that looked like they had never been read. In fact, as Steve looked around, he realized that most of the room looked unused. None of the couch cushions had dents in them, and a slight layer of dust was blanketed over some of the shelves. If he didn't know better, this was a room built for show, not use.

Like the person living there was hiding something.

Trusting his gut, he began to look more closely at the room as he reached for his pocket. Coulson had given him a _smart-phone_ for him to use. He clicked the 'on' button, and came across the 'lock' screen. He swiped his fingers over it several times before the proper screen came up, which was where his memory began to fail him. He couldn't quite remember how to send one of those _texting_ messages. A skill which would have served him greatly in this case, but he had to make due with what he had on him, and looked up as he crept around the corner. He found himself surprised at the lack of pictures on the walls, before realizing that it wouldn't be practical for whatever the reason this woman was using the suite for. They might detract from whatever business she was doing. _Or perhaps she doesn't have any family,_ Steve reasoned internally. He hoped that wasn't the case, because in his mind, everyone, even the most vile individuals in the world, needed someone there for them at the end of the day.

There. He found what he was looking for. A metal door, with a heavier handle on it. He was sure that if there was anything of use or interest it would be in there. He slipped up closer to it, checking to make sure that the woman was still in the middle of her shower as he reached for the handle, and gave it a slight twist. To his surprise, the door slid open with ease, without a sound.

What was more, a light turned on automatically, illuminating the entire room in a pale yellow light.

But even that surprise was nothing to what he saw. He was expecting to see maps, plans for missions, schematics for targeted buildings and the like. But that was not the case. A single, battered desk lay against one wall, with one chair. On the walls where several bulletin boards with colourful papers tacked onto them. And what wall-space wasn't covered in boards was covered in shelves, which where full to the brink. One shelf in particular had a perfect row of nineteen tiny jars, each labelled with six numbers. Another had an odd collection of the one thing Steve didn't expect to find anywhere in the suite. A child's toys. There was a dump truck missing it's front left wheel. A long-necked dinosaur that looked like it had been run over by a car. Several small, metal cars where displayed in a neat row, each bearing the marks of being heavily loved and used by a child. The trail of toys led his eyes to one corner of the desk, on which was a stuffed blue bear, inside a glass case with a wooden bottom. A small plaque adorned the wood base, reading ' _Baby's First Bear'._

Right next to the glass case was a single sheet of paper. One which was heavily crumpled and dirty, so unlike the rest of the suite, or even the contents of the room. Dirt marred most of the paper, but Steve could just make out the words ' _Miss Burn's third grade class',_ and beside it, a large, red 'A+' with a smiley face. He looked for a name, but found that it was covered with a heavy amount of dirt that made it impossible to read.

Not that he had the chance to. Because the sound of running water had stopped. Steve spun around, only to see a completely naked woman with short, brown hair blocking his path. He started to size her up, wondering if she could be a threat, but she answered that question by delivering a powerful kick to his face, knocking him against the wall. The force exerted was more than he had ever wanted to experience, even the Red skull, who was easily as strong as he was, had never hit him that hard in any of their encounters.

A second blow caught him in the knees, shattering one of them completely and bringing him to the ground. This gave the woman, who was obviously a trained assassin of some sort, ample time to reach around his neck, and put him in a powerful choke hold which he couldn't break out of, no matter how hard he tried. Her arms where like steel bars against his neck. He tried everything, every technique at his disposal, and they all failed him very miserably. Within a few seconds, his vision began to fade into blackness, until he was consumed by it entirely.

"Captain?" a voice called out, bringing Steve back to full alertness. "Captain, are you-" Jack Fury's voice asked as Steve bolted upwards, finding that he was back at the base. He looked around, and saw that he was in the infirmary room. Jack and Dugan where on his left side, while Coulson and Agent Blake where on his left. In one of the back corners, a female doctor who he couldn't remember the name of was busy working, but she was of no real concern.

"I'm fine," Steve half panted.

"Quite a day you've had, huh?" Coulson smirked as he placed his hand on Steve's shoulder. "First you go out and experience the new world, try some new foods...then you go and manage to get yourself strangled."

"It was a...a woman," he clarified as he shook his head, trying to remember all the details. "I'd seen her before and...thought she-"

"-might have something to tell you?" Coulson said with an understanding look. "We did to, which was why we where ready to seize the entire building you lead us to. But-"

"You followed me?" Steve asked bluntly.

"You stand out in a crowd," Coulson shrugged in response. "But we encountered a slight problem after finding you behind the hotel," Coulson continued as his hand left Steve's shoulder. "The top four floors caught fire. We had to evacuate everyone. And when our examiners started working, they found a portion of the top floor was completely missing. As if someone had just taken it away."

"Well," Steve replied as he rolled his shoulders, feeling the bruising on his body. "No surprise, sir, given how much of a punch she packs. She could have taken it with her." Jack and Dugan both leaned back, with a slight laugh escaping their lips. Coulson feigned a laugh to, but Steve could tell that the wheels where still working hard, trying to discover more of the mystery. A mystery which Steve intended to discover for himself. _He_ needed to know the identity of this woman, and why she was so keen on taking him out like she had, but keeping him alive. Obviously, Steve had struck a little to close to home for the mystery woman.

 

xxxxxxxxxxxxxxxxxxx

The sheer pain that he was experiencing was indescribable. His entire body was doing it's best to go into spasms as bolts of electricity ran through it freely. The only thing stopping his own body from ripping itself apart was a custom-made fibreglass mould. It housed him paralysed body perfectly as the doctors and surgeons performed their work, which was re-building his entire body, almost from the ground up. Nerves had to be replaced with advanced prosthesis. Tissue had to be re-arranged. Bones where replaced with metal/fibreglass hybrids. _'The replacements will be lighter and stronger than any bone,'_ Susan assured him as she had lowered the anaesthetic delivering mask over his nose and mouth. He had only enough time to give the foreign leader a quick, seductive wink before the gasses took over. Unfortunately, they had to stop the drugs when they began working on his nervous system. So he was back at square one; unable to move and in a _lot_ of pain.

But he used the pain. He used it to drive up the fury he was feeling at how unjust the world was to him. How was it that he, the richest man in the world was able to fall victim to such _pratfalls_ like paralysis? That was something that happened to the less fortunate, who he was more than generous to. After all, he hired them in droves as cleaning services in his plants, and he provided a more-than-fair housing price for those of his workers in need of a home, simply taking the rent off of their paychecks directly.

But worst of all was his _bitch_ of a sister who _dared_ to cut him loose from the company. Susan had been able to tell him exactly how it had happened. The day after the explosion, she had assumed full power of Attorney over his entire estate. She could do this because of a small loophole; his failure to appoint someone more qualified. Within Forty-eight hours, she had declared herself head of the company, effectively disposing of him by revealing several, dark secrets he had _forbade_ her from speaking of. (It wasn't _his_ fault that he lost that money on a rigged fight!) And thusly, he had been completely ousted from the company, save for what remained of his offshore accounts, and a few smaller dead-end companies.

" _Mfft!"_ he groaned as he felt something sharp dig into his spine, which he had re-gained feeling in about two hours ago. Which he guessed was both a blessing and a curse. The fact that he was now feeling something meant that the procedure was working. But that didn't stop the fact that it hurt like hell. _"Fffphtt!"_ he moaned as a second stab of pain joined the first. He felt as though it would be less painful if he could just see what the doctors where doing...maybe give them a little direction now that their Queen wasn't there. They obviously needed it, given their sloppy movements.

And speaking of their Queen...he was over the moon that she was on his side at the moment. Because her country had access to a wide variety of technologies, resources and knowledge that was rare or illegal in the rest of the world. In fact, he was sure that about half of the procedures being performed on him where outlawed stateside. But what was more, she gave him the tools to succeed. And on top of that, she was an already powerful ally in the political world. Even though Latveria was about one one-hundredth the size of the continental United States, she was able to wield immense political power, that occasionally had the President of the United States shaking in his shoes. Not to mention on top of all of that, just how _exquisite_ her body was. After all, there was a reason why he had decided to take her 'sacred & royal' virginity almost ten years ago. A fact which might have gotten him killed by her late father, who died later that year, if he had known about it. As it stood, Tony had been on good terms with her older brother, John, before he died in the tragic space-shuttle accident that claimed the lives of two others, and had therefore avoided the death penalty the next time he entered the country on business.

" _Aggh!"_ he snapped as something sparked along his spine.

"The procedure is nearly complete, Mr Stark. We only need to seal the skin on your back," the doctor said in an extremely thick accent, "and her Highness wishes you to know that she will personally escort you to your recovery suite." Tony blinked his eyes as he absorbed the foreign man's words. Even as he felt the skin on his back being sewn back together, he was having a hard time believing what the man had said. His body was now his again. Or it would be in a very short time, at least.

xxx

Susan stood on the spot, overlooking the entire operation from the observation deck. The windows where one-way only, so there was no way that the doctors, or her test subject, Tony, would even know she was there. In order to further hide her true purpose, she laid a false trail of meetings that she had to attend to. But for those meetings, she simply used Life Model Decoys, which where the predecessor to the operations she was having performed on the man who had once been her lover. The process was necessary, and it was just pure luck that the little 'accident' that her State-side friends had arranged to happen with the young Mutant's powers had triggered when he was present. And even more fortunate that he had survived the explosion. Namely because her partners had been forced to move their schedule up upon the arrival of Captain America. The super-soldier could potentially usurp a chess-board that the Hellfire Club had been manoeuvring into place for over Sixty years.

Ever since the fall of America's number one superhero team, Latveria had played a role in the scheme, out of a combination of debt and of a quest for power. Ultimate power. Fantastic power. And Susan was determined to be the one to wield all of that power for herself. Hydra would never have any of it. Susan let out a small smile as the Doctors finished their work on Tony Stark, giving her the all-clear signal.

" _Victor_ ," Susan said as she clicked a small button on her personal wrist-mounted computer. "Give Commodore Rhodes a message. Tell him to assemble the team, and to be ready for phase two to begin in a week's time."

"Yes, your Highness," the man on the other end of the line replied curtly. "I swear it shall be done."

xxx

Janet Stark was on top of the world, at the moment. She had finally succeeded in driving her brother away from the company that should have been hers to begin with. The money didn't really mean that much to her, as she already had all that she wanted in life. A decent home, good friends and a comfortable lifestyle. But now, she could really do some good in the world, especially for Mutant-kind. She had made sure to give a generous donation to the Xavier's school for gifted youngsters, as she was on good terms with the titular professor. But evidently, that decision had landed her in some hot water with the board of directors, who still thought that she should hold to her Brother's No-Mutant policy. Which she was in the middle of discussing with them at the moment, and had planned her strategy perfectly, with an ace or two up her sleeve.

"-goes directly against your brother's strict policy of never interfering with politics!" the most experienced board member, Harold Vezerio stammered. Harold was a man in his mid-sixties, nearing the company's mandatory retirement age of seventy, and he knew it. Which was why Janet knew he was so adamant in attending every meeting. He wanted to still appear useful, so that she wouldn't have him removed from the board due to his age. "Anthony was very clear from the beginning! No Mutants-"

"As far as I'm concerned, Harold," Janet said in a firm, but sweet tone of voice as she crossed her fingers together. "My brother lost the right to have a say in this company's business when he gambled with your money. With _our_ money," she continued as she looked around the room, to see the entire board staring at her.

"But," Mark Delegato, one of Tony's most reverent supporters said as he raised his eyebrow. "That leads us to the obvious question. Why didn't you come forward when-"

"I needed something to use against him," Janet cut in sharply, losing the sweeter tone she had been using so far, in favour of a more authoritative one. The tactic worked, and Delegato shrank back into his seat as Janet's heart began to race with pride. She had wanted to put that man in his place for such a long time, it felt so good to finally do it. "And I decided three weeks ago that the timing was right. And don't," Janet said as she pointed directly at Delegato, "even think about accusing me of trying to have him killed. I would never sink so low," she finished as the smile returned to her face.

"I wasn't going to..." Delegato muttered slightly.

"I believe that it is time to move on to a different subject matter," Deb Griswald, the only other female in the room said as she put her finger down on the table. "The standards at our newest facility came under fire recently."

"Seconded," Harold said with a sigh. "The security incident, we can blame on lax security officials. But an eighteen year old outsmarting one of our fake scientists! The man clearly didn't have the necessary training to do his job!" Several people mumbled in agreement before turning to face Janet once more. Janet, in turn, gave out a fake sigh that covered her smile perfectly. Now, she felt, was the right time to reveal an ace in the hole, which would cement her new authority over the board. She marvelled in the simplicity of it as she snapped out her phone, and typed in a message, asking her new assistant to bring in a series of papers from outside.

"I have a statement prepared," Janet said coolly with a slight nod, "one that will hopefully...deal with these accusations of fraud," she continued as she heard the distinct sounds of disbelief coming from the other room. _Good,_ she thought to herself, _he's doing what I asked him to._ She simply hummed slightly to herself before continuing with, "the company will go on record, admitting it's mistake in trying to deceive the public and the press. And then," she said as a chorus of gasps echoed from around the room as the door to the room opened, "we will-"

"I _demand_ that security remove this _creature_ from the building!" Delegato roared as he shot to his feet, and waved his hands towards the room's newcomer. He was joined by well over one-third of the board. "I will not stand for-!"

"Then you will _sit,"_ Janet replied fiercely as she shot daggers out of her eyes. Immediately, the entire room calmed right down. As soon as everyone resumed their seats, Janet got to her feet and cleared her throat. She paced around the table once before speaking again. "My father founded this company on one simple principal. _'An Idea can come from anywhere. From anyone.'"_ she quoted with ease as she returned to her original spot at the table. She did not resume her seat, though, choosing to impose her authority over them instead. "He said that when Black people where still considered a second class by some," Janet reasoned as she clasped her hands behind her back. "He hired one-hundred immigrants for his first factory. A decision which nearly destroyed this company before it even started. And now," she said as she motioned for her assistant to come forward, "we are being given a new opportunity for growth. We can be the revolutionary company which hires Mutants. We-"

"That _filth-"_ Delegato shouted.

"Was in need of a job," Janet shot back. "And I gave him one. If you do not like it," she half smiled with glee, "then I can find him a new one. After all, our Board of directors might have an empty seat soon." She stopped her words there, letting the message sink in further. She knew that the threat of firing was extremely clear to the rest of them. And she also knew that they where more than aware of the fact that she held seventy percent of the company's shares. So anything that she wanted done, got done. Any changes she wanted to be made, where made. "Now don't be shy, Kurt," she said as she turned to the young blue-furred mutant wearing a specially-made suit while holding several important files and documents. And all the while nervously twitching his prehensile tail behind him.

xxx

"Complete ass-hats," Janet fumed as she leaned back in her chair at the diner. She rubbed her temples, trying to get rid of the headache the board of directors had given her over the course of an hour. After introducing Kurt as her new assistant, most of them had tried to force their opinions onto her in other areas. Like when the subject of a pay rise for bottom-tier workers had come up. She had thought that a raise of fifty cents was fair enough, both for the company and for the workers. And so had a few members of the board before the meeting. But when it had come up, they all worked against her furiously. They managed to settle on a raise of thirty cents in the end, which was her original goal. "I'm sorry," she said to the man across from her, Police Captain George Stacey, "I said I wouldn't bring up work and now I'm-"

"Hey," George replied as he shrugged, "I'm the one wearing my work clothes." He smirked as he reached his hands behind his head, giving her a subtle, re-assuring nod. One that he had given her several times over the past month, since they had started seeing each other on a regular basis. Truth be told, Janet was really liking him. He was so different than most of the power-oriented people she was surrounded by every minute of every day of her life since she started working, and even a little before that. He was a straight-forward man, who seemed to speak his mind and not take crap from many people. But he was also generous, as she had seen him give money to a homeless man before coming into the diner. If she had to make a comparison, she would say that he was the polar opposite of her brother in every way.

"I just... _unngg,"_ she moaned as she placed her hands down on the table. "They've all got sticks up their assess. And it's my job to remove those sticks," she said as the man across from her let out a smile.

"Oh I know," George said with a smirk as he leaned forward. "Back a few years ago me and B... _my_ _partner_ where called to a bank robbery. Owner comes out, screaming at us because we wouldn't shoot the guy on site as he began to download all these credit card numbers." George smiled somewhat as he continued, "he thought that it was worth the risk of injuring, or killing the man's hostage to protect his money."

" _Ouch_ ," Janet replied, appalled by the story somewhat. But not entirely surprised. She could almost picture her brother doing the same in that situation.

"And the best part was," George said as he leaned in even closer, "we later found evidence of fraud in the man's accounts. He was being paid off by Mr. Fisk directly for some special number-crunching," George finished with wink.

"Wait," Janet said as she held up a finger. "Wilson Fisk? The businessman? The one who-"

"Gets all that recognition for his 'charity' work?" George replied with a sigh as he closed his fingers together. "Him. All those takeovers? Not so peaceful if you look behind the scenes," George continued as he settled his shoulders. "I don't want to ruin our date, so I'll only caution you against working with him in the future," George said with a concerned look on his face that Janet was unable to ignore. She had known Fisk for some time, and had considered him to be a decent businessman who may have fallen victim to false accusations. However, there was no denying the look in the Police Captain's eyes. Luckily, his expression changed to a more surprised one. "You've made the news, it seems," he stated as he pointed to the television. She turned and nearly slapped herself as she saw the ridiculous headline ' _Stark International's new CEO Anti-human?'_ That was the part of the backlash she had been loathing, but had hoped would be more subtle than that.

"Kurt Wagner?" George nodded as Janet spotted a small glimpse of her assistant moving behind her.

"You know him?" Janet asked in a casual tone.

"Sort of. The NYPD tracks all _Norm_ dosages with satelites," the Captain shrugged casually. "We used it to map out some of the mutant population within New York. And to see if there are any special cases to look out for." His expression became slightly more stern as he leaned inwards, "and yes. I know about Carol's secret. The math from her mother's house exploding notwithstanding, we found several needles in her room. All of them-"

"I-" Janet said, wanting to explain.

"With your fingerprints," George said with a slight whisper. "Of course, the document with that information disappeared somehow. But it may re-appear again if you don't give me the occasional sample to run a few tests on." Janet saw right through his tough exterior in a heartbeat. He wasn't being the police captain at the moment. He was trying to be the best Father that he could be to his estranged daughter. Further proof that he was one of the most decent men that she knew.

"I understand," Janet said with a nod.

"Which kinda leads me to my next question," George said in a more lighthearted tone. "What can you do?" asked casually as he once more leaned back in his seat, "what is your evolutionary gift?" Janet took a minute before she processed the answer. No one had ever asked her that question before. Usually, like with Carol Danvers and Kurt Wagner, she approached them about mutant powers. And Charles Xavier had already known, thanks to his telepathic abilities.

"I um," Janet stuttered briefly, "I'm somewhat special. I got two 'gifts'," she remarked in a low tone of voice, not wanting anyone to overhear her. "One's the ability to shoot small blasts of bio-electric energy, and the other is to change sizes. When I get real small," she continued, caught up a little in the moment, "I get a small pair of functioning wings. Dead useful for making a quick exit," Janet said as she noticed several shady-looking individuals out of the corner of her eye. Her eyes flickered over to the men, who where wearing long coats, and their faces bore signs of being roughed up on several occasions. There where three of them, and they where all looking around suspiciously, until their eyes fell on her. Obviously, they knew exactly who she was, given that her face had been plastered all over the tabloids and the news for the past week. As the men moved closer to their table, she noticed George move his arm slightly, clicking something inside of his coat.

"You're comin' with us!" the man in the lead shouted as he made a grab for Janet's arm. The two men flanking him moved their hands towards their pockets, but it seems that the police Captain was faster, and had his wits about him. He had unholstered his sidearm in the blink of an eye, and swept it towards the flanking gunmen.

"Marko." George half-hissed as he re-affirmed his grip over his weapon. "Schultz. I heard you two broke out some time ago."

"Ah well if it ain't the man who put me away," the man who had tried to grab Janet snapped back as he too moved his arm towards his hip, where she could see a holstered weapon. "All grown up from little pig to top-pig. Where's the other little piggy?"

"To busy to take out the trash," George remarked with ease, seemingly not bothered by the situation at hand. "Now, why don't you just put those guns down and put some cuffs on. We can all-"

"No fucking way," 'Marko' growled fiercely. "No fucking way am I goin' back there. I-" Janet had had enough of this, and decided to take action. She willed up her mutant powers, letting loose a blast of energy into the lead man's eyes. Not enough to kill, or even really injure. But it was more than enough to distract and to blind him as she struck him in the face with her open fist. After all, her time with the X-men had given her something to show for it. A loud scuffle came from her left, and she saw that her date had managed to subdue both men, and was in the process of cuffing them to the table inf ront of an audience.

xxx

Carol Danvers was just sitting there, in her room. She had completed all her homework for the night, and was simply browsing social media. About an hour ago, she had heard her so-called 'sister' leave the house. "Probably to go bang that Parker kid,"she mused to herself as she scrolled down the page. It was the perfect crime, in her opinion. Sneak out while her father was out on a date with the sister of the man who had been dating her mother. Completely sound plan. So sound that she had considered just sending George a text telling him exactly what was going on, that little-miss-perfect wasn't all she was pretending to be.

"It's not like he's unattractive," she muttered to herself as she typed away. "Just...not right to take advantage of someone like that. That's how she gets the A's," Carol thought jealously, "Every A on a test equals a blow-job. An A on an exam means-"

"It's not nice to talk about people behind their backs," a voice sad from her bed, causing Carol to spin around. Ever since the last...accident with her powers, she had been trying to learn to better control them. So far, she had managed to send out a tiny ball of pure energy, which had scorched a tree in a nearby park. But she didn't need her powers just then, because she recognized the woman in an instant. She was the one who had come to her after the explosion, offering a better drug which was far more potent, in exchange for Carol's help. "You never know who's listening," Black Cat said in a simple tone. Carol's eyes flickered up to the woman's hair, which had changed from long, pure white to short, dark brown.

"Is there a reason why you just broke into a police officer's house?" Carol snapped back.

"There is," Black Cat replied with a nod, as she reached inside the bag which she had brought with her. "My...our employers have a gift for you," she continued as she pulled out what looked like a jumpsuit, with a black-and-red design, complete with a half-face mask that would cover her eyes. "Special order from overseas. Completely bulletproof, and it will allow you to better channel your mutant powers." Carol took the suit from her, not saying anything about just how ugly it looked.

"What the hell am I supposed to do with-" Carol began to ask.

"Whatever they tell you," Black Cat said sternly as she curled her lip up. "You may think that you're invincible. That there's no one left for them to hurt-"

"There isn't" Carol shot back carelessly.

"You mean like Ms Stark?" Black Cat replied with a slight sigh. "Or your old manager from the cell phone booth? Because our employer _will_ find them, and they will torture and kill them. And they will enjoy it, like they did with my husband." Carol took note of the pain in the woman's otherwise serious and controlled voice. There was no way she was lying about anything she had just said.

"If they've already got to someone you care about," Carol shrugged carelessly, not knowing the effect that her words would have on the woman. "Then why not make a run for it? You seem like the type who can take care of yours-"

"It's not that simple," Black Cat replied with a snap as she got to her feet, and slip open Carol's window. "And do me a favour," the older woman continued as she perched herself on the windowsill. "That boy you think is cute? Stay away from him. He'll just be someone else for _them_ to hurt." Without another word, the woman left, leaving Carol alone once more, still holding the suit in her hands. She ran her fingers over the cloth, coming across words stitched into it. She glanced down, reading a single word over the right breast.

_'Electro.'_

 

xxxxxxxxxxxxxxxxx

" _Don't over-tax yourself! We still don't-"_

"Shut up, _Q."_

"No way am I ' _Q_ ', Mr. Captain America wannabe. If anything, I'm Alfred. You know...the person who's managing your social life!"

"Fair enough," Peter replied as he crouched low over the rooftop, stretching the gloves of the new suit he was wearing. He had received the suit a week ago after finding a letter in an unmarked package, with an address. When he went to the address, he found a hide-out filled with all kinds of tech goodies. Computer monitors, hardware that the police could barely afford, a science lab and a fully-stocked medical supply closet. He had spent nearly ten minutes looking from the doorway before texting Gwen, who was the only person outside of the 'Commando's' who knew about his new-found strength. After she arrived, he found the suit, with a note that simply read ' _Stay safe'._ He had no idea who wrote the note, and neither did Gwen, who was somewhat of an expert at studying hand-writing. At first, he had thought that Phil Coulson had given it to him, but that idea was shot down by Gwen in a single sentence.

"Why wouldn't he just tell you in person?" She had replied with solid logic, leaving him with no answer. All he could do was explore the suit's capabilities, which where quite impressive. The entire thing was riddled with electronics, which could do everything from adapt to external temperatures to allow him to actually cling to a surface. He had so far managed to crawl up the side of a wall, and cling to a ceiling. And in each of the two 'holsters' located on each side of his waist, he found a long, metal baton, much like the ones that riot police used to quell crowds

"Oh by the way," Gwen said over the built-in comm system, bringing him out of memory lane. "Your Aunt keeps texting you. So far you've agreed to pick up a dozen eggs and clean the garage." He detected a slight chuckle at the end of her sentence.

"Funny. Gwen. Really hilarious." He replied as he got to his feet, and stretched his arms back. "How about we find _you_ some of that special sauce, stick a needle in you. Then you can wear the high-tech battle-suit and I can make the cracks from behind a desk!"

"You ain't got nothing to use on me," Gwen's voice replied with sarcasm, "I've got to much bile built up from this afternoon."

"What happened?" He asked

"Carol's being a bitch to anything that moves," Gwen replied with a sigh. "Dad went and asked her to help with supper...she told him to fuck off. I offered to help her with some math...she asked me if that meant I was gonna blow you for the answers..."

"What?" Peter asked as he picked up the sounds of a fire-engine in the distance.

"Oh she hates your guts, for some reason," Gwen explained. "And has this idea in her head that the only reason we're friends is that I give you sexy time for good grades. And she won't take ' _I've got a higher g.p.a than him'_ as an answer." Gwen half-snapped as Peter prepared himself to leap off the edge of the building.

"But you don't," he replied as he took in a deep breath.

"Sometimes I do," Gwen's voice said as Peter pumped both legs, and vaulted himself into the air. As he peaked in height, he activated what he considered to be the coolest feature his suit had to offer: A set of small wings. They extended from the insides of his arms to the sides of his body with a stretchy black fabric that was pulled tight, allowing him to glide between the buildings. "You're doing it again, aren't you?" Gwen asked.

"Duh!" he replied as he tucked his arms in, causing his entire body to dive downwards extremely quickly. He could feel the wind pulling at his entire body as he re-extended his arms, forcing his descent to come to an abrupt-ish halt. He had moved to quickly, and could feel his arms being pulled out of their sockets, then resocketed by his newly found ability to heal at a rapid pace. That certainly wasn't something he minded at all. "Wouldn't you?" he asked as he curled his legs up to his chest, spying a perfect place to land. Although he had yet to master that art of aerial manoeuvres, he had nearly perfected his landings. Now, he could do so without breaking his legs.

"Fair enough. Police scanner say's there's a mugging in process less than half a block away from you." Gwen began, in a much more pleased tone of voice. "That'll make five. We agreed-"

"Yeah yeah," Peter sighed, knowing that he would soon have to return to 'home base' for a half-hour of lab work and training. Gwen had managed to convince him that his new abilities did not make him invulnerable, and that he still might be prone to certain threats. _"Something that instantly kills, like a bullet to the head. Or decapitation. I think that those could over-ride your healing factor. And what if you run into that Black Cat lady? She kicked your ass."_ Gwen had made some excellent points that he could not disagree with in any fashion. But they had also both made some important discoveries as well. Like the fact that he could perfectly mimic any movement he saw, whether it was live or on a television, so long as it was within his increased physical limits (He had yet to fly under his own power). Of course, this meant he had spent a few hours watching taped martial arts fights, mastering their techniques within seconds. Sure, it was sort of cheating, but he felt that the ends justified the means, if he was going to use those techniques to help protect people.

To save them from the fate his Uncle had suffered. And to help protect them, like he had with his life.

So, without much thought, he descended upon a group of six thugs, who where surrounding an unconscious woman. It didn't take a genius to know that they where planning to gang-rape her. But, he put a stop to that, by kicking two of them away and twisting another's arm behind his back.

"Now you gentlemen where just helping her find her things," Peter quipped as he pushed away the arm-locked man, and with drew one baton, as the final three men produced weapons of their own. "Right?" One crowbar. One pipe-wrench. And one small knife. Those men didn't have a snowball's chance in hell. Faster than either of them could blink, he snapped the wrist of the knife wielding man. In retaliation, the man with the pipe-wrench thrust his weapon forward, in a clumsy attempt to catch Peter off-guard. It didn't work, and Peter managed to grab the weapon, and tap the man on the back of the head with it.

The final man simply dropped his crowbar and ran as fast as he could out of there.

"You're just like him." _Crack!_ Something hit him from behind, hard. It almost felt like how Flash Thompson used to hit him. And Peter was certainly aware that the only reason he was actually still standing was because of a combination of his armour and healing abilities. "You get so focused-" he didn't have time to react as a foot slammed into his kneecap, sending him to his knees. "On one thing, and you loose sight of your surroundings!" Another blow came, aiming for his head. But this time, Peter was ready. He rolled backwards at the last minute, out of the way of the incoming blow. As he got to his feet, he could see that this assailant was female, about his height with short brown hair. Her face was obscured by a black mask with white goggles. Her stance oozed extreme confidence in her abilities. _Luckily I've got some tricks up my sleeves!_ He grimaced as he launched himself forward, swinging his ready baton through the air as he pulled the second one free. The initial blow was intended as a distraction, allowing him to strike hard with the second weapon. However, the woman anticipated his strike and side-stepped the blows altogether. "But you've definitely got potential," she quipped as she swept out a leg. Peter barely managed to leap over it, and prepare a kick in mid-air.

But yet again, she was more than ready for him, and somehow managed to catch his foot with her open hand. She slammed him down on the ground, almost like he was a rag-doll. Once. Twice. Three times. All of them hurt like hell, and showed him that this woman was very strong. Possibly a mutant. Not that that made any real difference to him, as he kicked her hand. "There are easier ways to get guy's attention," Peter mused, seemingly to his assailant's glee.

"Thanks, but I'm a widower," the woman replied.

"Gross." Gwen's voice said into his ear.

"Shut up," he snapped, perhaps a little to loudly, as he guessed his attacker had heard him.

"Your friend on the other end of the line might want to take their headpiece off," the woman said simply as she charged forward, and caught him in the chest with her bare shoulder. "Because this might hurt." The force of the blow carried the both of them against the nearest wall, where Peter activated his suit's electronic field, that allowed him to ascend the wall itself. He hoped that the spontaneous movement would be enough to throw her off her game. It wasn't. She managed to _rip_ him from the wall by force, slamming him onto the ground again, and place her foot on his chest.

"Who the hell are you?" Peter spat as he tried to break free.

"A friend." The woman replied plainly. "I needed to see how good you are before I could trust you," she continued as she motioned to the unconscious woman lying in the middle of the street, and removed her boot from his chest. As he got to his feet, he realized that he recognized the woman, even as she lay there. "Her name is Lorieli. She is what is referred to as a succubi. And she is a sorceress. A very powerful one at that," the woman said as she checked over her shoulder nervously.

"You expecting company?" Peter shrugged halfheartedly, wondering if he should be calling the number Phil Coulson had given him for emergencies.

"I don't have much time," the woman snapped. "In short, she is not your enemy. She was betrayed by the very same people who tried to kill you-"

"-how did you know about-"

"-and she will be very important in what is to come. Very important," she continued as she grabbed him by the shoulder, turning his entire body forcefully, so that he was forced to look into her lenses. "Work with Coulson. You can trust him with a lot of things. But not with _her,"_ the woman said firmly before pushing herself away, and pointing to the witch on the ground.

"You still didn't answer my first question!" Peter shouted as the woman began to escape into the darkness. If she where any other crook, he would have given chase. But something told him that even if he could keep up, and best her in a fight, it would mean nothing.

"Like I said," the woman replied as she melted into the darkness. "I'm a widow. A Black Widow to you, _Spider._ "

"That was cryptic." Gwen said into his ear, "You bringing...Lori...Lorieli back to base? Or leaving her for the cops?"

"The cops wouldn't be able to handle her," Peter replied. He inhaled deeply as he realized his mistake, and continued, "I mean that your F-"

"No, you're probably right," Gwen sighed in response. "She'd turn them all into frogs or something. Better to bring her here, where we can maybe learn some more about what happened to you. Just don't let little Peter do the thinking."

**xxx**

**One week ago:**

"Get away from me!" She screamed at the top of her lungs, sending out powerful bolts of yellowish lightning towards the four soldiers who where trying to take her down. Three of them ducked for cover before they where hit, one did not, and was riddled with a deadly force of nature, that would have ripped him to shreds. If she had been well-rested, that is.

Lorieli had spent the last several days in constant fighting. Numerous times, the remnants of Deacon Frost's men had tried to kill her, out of some perceived injustice. No doubt her sister had managed to convince them that she was the one who drove their master away. Or killed him, she did not know. She did not care. All she wanted was a place to think. To rest. To recover her strength and heal her wounds. But the soldiers wouldn't let her have that.

"May! Flank to the left!" one of them, the one who was bald, shouted hoarsely.

"On it, Rand!" the only woman in the group replied gruffly, as Lorieli sent out massive shock-waves through the ground. Elemental magic, the ability to manipulate what was around her, was still within her grasp. Due to her injuries, many of her more advanced abilities where lost to her until she could recuperate energy. So, she had to rely on her more basic skills, and even those where taxing. Shaking the ground had even managed to tire her more than it should have. "Watch-" the woman shouted as a wall began to crumble, on top of one of the soldiers, burying him. Not that Lorelei had time to notice, as three bullets fly towards her. Her shield managed to block two of them before failing, allowing the final one to graze her thigh. Yet another injury that would slow her down.

"Blake!" the bald man roared, "Blake, respond!" No answer came, as Lorelei launched the cinder block the man was using as cover into the air. "Shit!" the bald man bellowed as he sprinted away, blindly firing his gun as he did so. None of his shots came even close to hitting her, for which she was thankful. Though it did not change her predicament. She still had one soldier to worry about. Two, if the bald man was able to recover. And knowing that was a distinct possibility, Lorelei acted quickly, and created a cloud of dust, which surrounded the female soldier, completely blinding her and giving Lorelei the chance to escape. Not by teleportation, that skill was still unavailable to her, but with her own legs. She could run faster than most, after all.

But that was under normal circumstances. In her current situation and state, she only made it several blocks before falling to the ground, and loosing her vision entirely.

**xxx**

**Present:**

She forced her eyes open, finding that her location had changed. She was no longer in the open air, as she had been before. Instead, she was in a dark room. Several screens where to her left. A single light shone over her head. She tried to rise, but found that she was bound by thick bands on either wrist. Not that they stopped her or anything, she simply willed them away and sat up, finding that several of her wounds had been patched up by mortal hands.

It was crude work by her standards, but it was sufficient.

"What where you really planning?" a male voice growled from behind her. This voice was filled with confidence and power. Someone she knew not to trifle with carelessly. "The attack on New York, with the Vampires. What was it really about?" Lorelei didn't bother to answer the man. She didn't need to, he wasn't in charge of her, instead, she reached for a relatively underdeveloped skill that she still possessed: an ability to read minds. And while she was nowhere near as powerful as her sister in that aspect, she was more than proficient. All it took was a brief second to reveal thoughts of vengeance, pain, curiosity and confusion. And a name. His name. She should have known who he was simply from his voice.

"They wanted you," Lorelei said plainly as she glanced to either side, preparing herself. "Peter Parker," she growled as she summoned her magical abilities to her side, willing several pieces of metal to come to life, and launch themselves at the _boy_ she had been tasked with keeping an eye on by her sister for such a long time. She had never known why she was supposed to follow him, to degrade herself by placing herself within the leering view of so many disgusting eyes, but she had done so without question. At the very least, it had provided her with a generous pool of victims to drain, during vicious bouts of sex, which served to amplify both the experience and amount of energy one could receive. It was just a pity that she did not have the time to enjoy herself. "I do not know why. Nor do I really care now," she hissed as she forced the metal holding him in place to stretch out his arms. "My sister _ordered_ me to watch you. But never to go after you. It was all a part of her plan. And now," she continued as she drew him closer, "I can ruin her plan. By killing you," she said simply, as she began to feel his hot breath on her face, a sensation which she found herself enjoying greatly. Perhaps it was the thrill of taking something by force. Or of defying her sister. Or just the idea of a full recovery. She became so caught up in the moment that as she performed the spell which would drain him of his life-force, she ripped his mask from his face, and shoved her lips onto his. She wormed her tongue down his throat as she felt the magic around her grow in power. She felt it reach out from her soul, and towards his as she gasped with delight. The experience was orgasmic!

But it was not to last. A barrier formed between them. Something which she could not surmount. She felt her own energy returning, but he was still alive. Few men could resist a succubi's power, and none could resist their kiss, which she broke quickly. As the shock of this revelation overtook her, she dropped the metal restraints by accident, freeing Peter Parker.

"I'm gonna ask you again," he spat bitterly. "Who the fuck are you really? And What the hell did those freaks want with me?"

"I-" Lorelei began, still completely dumbfounded by his resistance, which had washed away all his thoughts about killing him. She wanted, needed to know how he did it. And more important;y, she knew that now he might be useful for revenge against her sister. _I pray he can at least overlook all of that,_ she reasoned internally. "I do not have all the answers you seek," she said, with more confidence. "But, if you will permit me, perhaps we can find them. Together."

**xxx**

"Professor," Jean said as she walked into Xavier's study, as the man bound to the wheel-chair was dusting off a prized possession, a first edition of _The Origin of the Species'_ by Charles Darwin. "I was wondering if I could speak with you," she clarified as she came to a halt in front of his desk. "It's about Logan. And his current...situation."

"Are you referring to Miss Lee's growing...affections?" Xavier said quietly as he set both the book and the dust-cloth down. "Because I am more than prepared to-"

"No," Jean replied as she cast her eyes down. "No, I'm going to talk with her alone about that. I think that's something that she needs to hear from another woman...no offence, Professor," Jean finished as she sat down in one of the chairs, and brushed a lock of hair out of her face.

"None taken," Xavier said as he folded his hands.

"it's about...well his so-called daughter," Jean confessed as she unfolded her arms. "I believe that her return may help jog some more of his memories. I know that for the past few nights he has been having nightmares and-" Charles held up a hand, signalling for her to stop right there.

"You've been probing his mind, haven't you?" her mentor said plainly, with a slight hint of accusation.

"Professor, he is a very dear friend and I'm only-" Jean began to protest, doing her best to rely on reason and logic, rather than emotion. Because she knew that was the way to win the professor over with her argument. Just like he had taught her how to in ethics class all those years ago.

"Do you remember back to your early lessons, Jean?" Xavier asked as he pushed himself away from his desk, and began to come around to her side. "When you where younger, brasher. When I had to spend a week re-adjusting Warren's mind, after he tried to get a picture of you in the shower?" he continued as he placed his hand on her palms. "Telepaths are the most dangerous kind of mutant. We can pull others minds like puppet-strings. Sometimes it is necessary to do so," Xavier said as he patted her hands. "But other times it is dangerous. This is one of those times, Jean."

"But, Professor," Jean replied. "You have been unable to help him. And right now, his mind seems to be ready for that information. Perhaps if I where to-" Xavier held up his hand again.

"Logan's mind is too fragile, Jean," he said calmly as he pushed himself away from her. "If you where to add your power to mine, along with that...special connection the two of you share," Xavier smiled slightly. "It could leave him a vegetable. And none of us want that, do we?"

"No, Professor," Jean replied as she got to her feet, and left the room.

xxx

He sighed as he folded his hands, and watched his favourite student leave his study. He had always been afraid something like this would happen. He was afraid that the past was coming back to haunt him. He was not ashamed of his actions, for he felt they where justified. What he was afraid of was the fallout from his actions. The lives that he had ruined for the greater good. He hummed to himself softly as he reached for the phone on his desk, and dialled the one number he could trust.

"We have a problem, Nicolas. A serious problem."

" _Is it Ronin?"_

"Yes. He found her."

" _Then we will have to meet in person, Charles. I will come to you."_

"Will you bring-?"

" _Coulson is better off not knowing. And she's been off the grid for nearly twenty years."_

"Understood."

**_xxx_ **

Logan was thrashing in his bed. A thousand thoughts where coursing through his brain at once. He was a father to a young woman. He could see her face clearly, even with his eyes closed. But it was replaced with flashes of another face. The woman from his dreams. The one with the baby. Marie. She had been a part of his life a long time ago. He just couldn't remember what part. All he knew was there was death surrounding the memory. Death and destruction and a large monster...

"Gah!" he snorted as he shot up in his bed. It was the middle of the night. The rain was pounding against his window. A powerful thunderstorm was just overhead. Lightning strikes created long shadows against his wall. One of those shadows being of a person. A woman.

He quickly rolled to his feet as he extended his metal claws, ready for a fight. That was, until he recognized her.

"Hello Logan," Marie, the same woman from his memories said with a soft tone. "I need your help again."


	6. Old Soldiers

**Summary for the Chapter:**

> Old friends re-unite to face down a terrifying foe!

_ "Incoming!" Jack shouted as a loud noise filled the air. All three of them spun around and levelled their weapons as two blue-and-white vehicles pulled into view. Something inside them making a horrible screeching sound as they did so. "Take cover!" Jack shouted once more, as he dove behind a large, metal box on wheels. The doors to the two vehicles opened up, and two men in blue uniforms stepped outside each one. Each of the men pulled out a sidearm, and aimed it towards the hunkered down soldiers, who didn't wait for a command. Jack and Dugan sprayed quick bursts of automatic fire, which caused three of the men to duck for cover. Steve, on the other hand, was much more careful with his shots. _

_ He squeezed the trigger three times in rapid succession, and two bullets impacted near the fourth officer's cover. The third shot was completely on-target, and drove home into the man's chest, causing him to fall back, onto the ground. All time seemed to stop, as Steve focused on the man's falling body. He could see every detail. Every wrinkle. Every scar. Even from that great distance, everything was clear to him.  _

_ Clap. _

_ Clap. _

_ Clap.  _

" _Well done, Captain," a voice from his past taunted menacingly. "You would have made an excellent commander under me."_

" _Skull!" Steve growled as he leaped to his feet, letting the memory dissolve around him, just leaving the two enemies to stare down one another on a plane of white nothingness. "I would never serve under you!" He bellowed as he ducked behind his shield, and charged forward, hoping to run the man over. His attack didn't work, however, as the Red Skull was nothing more than an illusion, coming from his own mind. "Hydra is evil!" Steve said, challengingly._

" _Hydra is a necessary evil, Her Captain," Red Skull replied in a simple tone of voice, as he gestured out with his hand. "An evil which was sorely needed in the years to come. How many lives do you think could have been saved, if I had stormed your capital, as planned?" the deranged man asked in a sincere tone of voice. "Perhaps a thousand good soldiers would have died, yes. But not the millions that your government, your armies, killed in Japan."_

" _It all adds up in the end," Steve growled, as he paced around his imaginary adversary._

" _Quite right," the Red Skull replied. "Vietnam. Cuba. Iraq. Afghanistan. I could have stopped them all."_

" _By oppressing people!" Steve half-screamed._

" _By restricting them, Captain. Much like your military does," Red Skull continued in an even tone of voice. "My Empire would have lasted through the ages! The prized World Trade Centre would still be standing! Women and children would not be living in fear of bombs falling from the sky!"_

" _Unless they where your bombs," Steve corrected._

" _-and fine police officers would not be killed in the street," Red Skull said, as his face began to contort. For a few seconds, it was unrecognizable. But eventually, it settled on the shape of the man who Steve had killed. Right below the bullet hole, he could even read the man's badge. 'Ben Parker.' "Like what happened to me, Captain," said Ben Parker, not the Red Skull. "I have a family, Captain. And you shot me in cold blood. And eventually, you will have to pay for your sins."_

"No!" Steve shouted as he launched himself upward, in his quarters. He spun his eyes around the small room. It had all been a dream. The Red Skull wasn't back. He wasn't alive, and he was not right about the things he claimed to be right about. How could he be? Captain America stood for peace and justice, while the Red Skull wanted death and destruction for all.

And yet...the sight of a man dying in the street still haunted his mind and soul.

xxx

** Ten Hours Later: **

"Are you sure that we're-" Dugan began to say as Steve stepped past a large pillar of stone, which was clearly disintegrating from over-exposure to the elements. Dugan, along with Steve and Jack, had been told about this particular place by Phil Coulson himself, and had been granted permission to investigate it themselves, so long as they brought Agents Rand and May with them, to provide support. Apparently, the compound was key to the second super-soldier program, which had been labelled 'Weapon X', in all the files they could get their hands on. Which was very few, as most of the original copies had gone missing, or where lost in a fire nineteen years previously. _The very same year that they all disappeared,_ Steve thought to himself with a slight mumble. As a soldier and a leader, he could not afford to believe in coincidences like that. They simply just didn't happen.

"These are the co-ordinates that the Director provided," Steve replied as he pushed past a fallen tree that partially blocked the main gate to the old compound. "His information seems to be accurate enough. After all," he pointed out with a sly look to the two Agents, "it's not on any of those G.S.P. Maps of theirs..."

"G.P.S, Captain," Daniel Rand replied with a snap, as he rolled his recently-healed shoulder, which had been injured in a clash with the supposed 'sorceress' a week previously. Steve was certain that Agent Rand felt that this current assignment was simply a make-work job for him, until the mandatory two months where up. "Get with the times, seriously. You've been here for almost two and a half months. Bet you don't even have a facebook account or-"

"What the hell is 'Facebook'?" Jack asked with a contorted expression on his face, as they stepped into the main square of the compound, where the military ceremonies would have been held. Since it was the middle of the day, they could clearly see what had formerly been a grand place. The remains of a wooden podium where still visible, if one knew where to look. And they could all feel the hard cement under their boots. They continued to admire the area, until something rustled to their left. In desperation, the trained soldiers drew their weapons with expert ease. Steve took point, hoping that his shield would be large enough to provide necessary cover to his allies, who where in an extremely exposed position. Jack and Rand, who carried the heavier weapons in the group, flanked him as they stared down their sights. May and Dugan lay down on their bellies, providing the smallest possible target, even as they readied themselves for a gunfight.

Too bad that it was all because of a small stray cat, that was wandering out into the middle of the compound, proudly carrying a dead bird in it's mouth. They all relaxed their weapons, turning their attention away from the animal, and towards the largest building in the compound, which stood at least three times as big as the rest. "There's definitely something important in there," May pointed out as she holstered her weapon. Steve definitely had to agree with her, because bigger usually meant more reinforcement, which meant valuable things where kept inside. "Fan out," Steve barked in a low tone, not wanting to risk their lives again.

"Five-metre spread. Check corners and stick close," he said as he slowly opened the door, revealing a surprisingly well-kept interior. Obviously, the well-constructed building had been able to repel most animals, save for a few spiders, which had strung their webs across the ceiling. An inch of dust lay all around them, like snow on the winter ground. Papers still lay on the desks, and blinds still hang over windows, that much they could all see as they traversed through the abandoned area. To his eyes, the whole building seemed to be the embodiment of a very familiar face. He just had to-" "Parker!" Jack shouted, causing Steve to nearly jump. For a second, Steve wondered whether his fellow soldier was referring to their long-deceased comrade-in-arms, or the man Steve had accidentally shot in the chest.

"Hey Cap! It's Eric Parker!" Jack continued from another room, not making any more sense with that sentence than he had with his first. So, Steve decided that it would be best to simply investigate himself, and followed the man's voice into the room. He was nearly overcome with a mixture of shock and relief as he saw the giant picture of Eric Parker, Dr Erkstein's assistant-turned soldier hanging on the wall.

"Goddamn," Dugan said as he ran his hand over the small, brass plaque underneath the poster, which read _'Director of Sciences 1949-1995'._ And underneath that was an even smaller plaque, which contained the words ' _Men die. Dreams don't.'_ "'least he made it out of that hellhole alive. And seems to have made a name for himself," Dugan finished with a slight smirk, "right up until he kicked the bucket."

"Think he'd have left anything important here?" Agent May asked impatiently.

"He loved to write stuff down," Jack said with a slight shrug of his shoulders. "Always carried a small notepad with him wherever he went. Even in the middle of a firefight, if he was struck with an idea-"

"So the short answer is 'yes'?" Rand replied as he ran his hand over his scarred forehead. "If so, then we should keep looking. Coulson wants answers about this shit yesterday. He told me that-"

"He told you what?" Dugan barked back. "We're here for a sense of closure. And hopefully, to find-"

"You're here for closure," Rand replied harshly. "I'm here because Coulson wants some goddamn answers about what's been happening. Hydra's been more active than usual lately. They used a sample of _his_ blood to make a new batch of Super-soldier serum," the aggravated Agent said with a slight nod towards Steve. "Who the hell knows what they're planning to do with that. Also, it seems as though they've been bank-rolling big names like Wilson Fisk and the Queen of Latveria. Both of whom possess enough power to rival us if left unchecked!" He heaved, ceasing his miniature rant and causing several looks to be exchanged among the group. Even though he had only known Rand for a short period of time, he felt that he could at least trust him to remain calm under difficult circumstances. But as of right now, he wasn't so sure of that anymore.

"Fisk is locked, politically, at least," a female voice said from above. All of them turned to see a slender, but strongly-built woman standing in a windowsill. Her face was obscured by a mask, but Steve instantly recognized both her voice and her hairstyle. She was the same woman who he had followed, and who had managed to beat him so easily, even while completely nude. "He can't move without having the National Guard, NYPD, FBI and CIA jumping down his throat for the moment," the woman continued as she nimbly leaped down from her perch, landing perfectly in the middle of their group. "It's Latveria we need to worry about."

"We?" Agent May asked as she moved her hand slowly to her side.

"We." the woman replied sharply as she turned to face Steve, "In addition to being lead by one of the most powerful women on the planet, harbouring the vampire terrorist Deacon Frost and being allied with Hydra." The woman sighed, "They're using the research that was done here to further their cybernetic soldiers. I'm sure you've all heard about the recent changes in Stark Enterprises?" Steve exchanged a small glance with Agent May as Dugan and Jack did the exact same, with one another. Only Agent Rand kept his eyes firmly locked on the woman, and his hand hovering over his gun. Clearly, he didn't trust her.

"What does that have to do with this?" Rand half-barked, "a crippled one-percenter doesn't-"

"He's not exactly crippled anymore," the woman replied as she crossed her arms. Steve could not help but notice the way she slightly flared her hips. He couldn't stop his eyes from slightly trailing down her toned form, as an uncomfortably warm sensation filled him up. "He's been fitted with the most advanced technology they have at their disposal. All just to see if the stuff works. Essentially, he's a human guinea pig," the woman finished as she leaned slightly to the side, resting the twin metal rods that where at her side against a desk. More uncomfortable glances followed before anyone would say anything.

"How do you know all this?" Dugan asked. "I have my ways," the woman replied sternly, "none of which I'm going to tell you." "Then why the hell should we trust you?" Rand blurted. "You shouldn't," the woman said calmly as she unfolded her arms, and began to cross the distance between herself and Steve. "You'll live longer if you don't. But if you want the answers you seek, then you need to put up with me. At least for a little while longer. But," she continued as she came to a slight halt. "In order for you to at least be willing to put up with me after that little...incident in my suite Captain," she said with a huff, "I've brought along someone who I know you'll trust in a heartbeat."

"I highly doubt-" Rand began, but the woman ignored him fully, and instead pressed two fingers to her lips, and let out a sharp whistle. Something rustled behind them, and Steve turned to see a face from his past emerge from behind a wall. Standing at barely five feet tall, and wearing clothes more befitting of a hiker than of a soldier was none other than James Howlett. A man who should be very much dead, given both the amount of time that had passed since the war, and his reckless attitude towards his own safety. "Who the fu-"

"Howlett!?" Jack Fury stammered as he nearly dropped his rifle as he rushed over to him, and crushed the man in a bear-hug. Clearly, James was just as surprised to see them as they where to see him. "James Howlett! How are you-"

"I forgot you used to go by that name, Logan," the woman smirked with a wave of her hand. "It doesn't really suit you anymore. Anyway," she explained as she leaned against the wall, "Logan and I where a part of the second Super-soldier program. Well...I was a part of it. He was more of a tactical adviser for the whole team, as well as-"

"That program was from the late fifties," May interrupted, "There is no way you're-"

"Seventy-four years old?" the woman said with a slight smirk. "I know I don't look it, but I actually am. I was born on June seventeeth, Nineteen Forty. I enlisted in the armed forces as a volunteer in Fifty-Eight. And in Fifty-Nine, I was drafted into the second Super-soldier program," she said as a slight chuckle escaped her lips. "I served with them for over thirty years, but you knew that."

"We did?" Steve asked as he looked from his soldiers, to the two agents, to James, to the woman. "Yes," she clarified with a cough. "I didn't exactly serve under my own name. I was known as Spider-Woman to the general pub-" _CRASH!_ Something heavy smashed through the roof, scattering the gathered soldiers and agents. Steve ducked behind his shield as bits of debris flew all around, and dust was thrown into the air, creating a opaque barrier between them all. Luckily, Steve's eyes where better than most, and he managed to catch sight of a man, standing at almost seven feet tall, with rippling musculature underneath heavy-duty black armour. His entire body was covered in the stuff. There seemed to be no weak-points to exploit. So Steve had to make one. He barrelled forward, and angled his shield just right, hoping to use the sharp edge to cut through the armour, even as he fired off two shots with his sidearm. Both bullets pinged off the man's armour, not even scratching it. But those shots where never meant to hurt, they just distracted him long enough for Steve to finish crossing the distance. Or, at least, they would have distracted most opponents. This adversary was to quick for him, and snatched the shield right out of his hands. Steve was forced to improvise, and lashed out with his leg, not holding back, as he felt that this man could take even his strongest strike. He aimed for the man's kneecap, and delivered a powerful blow, which sent the big man to the ground, but did not take him out of the fight. The man grabbed Steve by the neck, and tossed him like a rag-doll across the floor. As he skidded to a halt, Steve noticed the man's leg 'pop' back into place, healing instantly. _Great,_ Steve thought as he got back to his feet. _Everybody's doing that nowadays. This Guy, that Kid...geez I feel left out!_ He kicked up his fallen shield as James rushed past him, somehow with six six-inch long metal claws sticking out of his hands. He watched as the soldier tried to hack at the man's armour, but was quickly tossed back, much like Steve had been.

"Not much has changed!" Dugan bellowed as he fired off three shots towards the armoured man, who turned his attentions towards him. "I mean, you used to-" the armoured man quickly picked up a chunk of concrete, and hurled it at Dugan, striking him in the head with a horrible _crunch_ sound. Steve watched as the man fell to the ground, bleeding from the mouth and the nose. There was absolutely nothing he could do for his friend at the moment. Nothing at all, except maybe enact some revenge, which this 'Spider-woman' was already in the process of doing. She was atop the armoured man's shoulders, delivering blows into his neck with a sharp knife. Blows which should have killed him, but didn't. All the man could do was thrash about, trying to knock her off. Eventually, he succeeded, by tossing her against a wall. Again, that blow would have incapacitated most at the very least. But this woman shrugged it off as she reached for the twin metal rods on her waist with one hand, while she tossed the knife she was holding into the man's thigh, which had been weakened by Steve's opening attack. The armoured man bellowed in pain as the woman grabbed one baton in each hand, and twisted them together, forming a longer staff. A staff which she spun around in a deadly arc, and smashed against the man's side, sending him careening into a wall.

"You two!" Spider-woman roared as she pointed to Jack and Rand. "Get him out of here! That blow wasn't enough to kill! You!" she continued in a commanding tone of voice, as she pointed at May, "cover them. Hydra may have backup in the area. The Captain, Logan and I will-" she was cut off by the armoured man's return, which sent her against the wall. Obviously, the two Agents and Jack knew enough to listen to her orders, and carried Dugan out of the room on their shoulders while Logan and Steve faced the armoured man, who finally pulled the knife from his leg.

"Any idea who the hell this guy is?" James bellowed as he crouched low. "I encountered him before, and he's as tough as they come-" the short, hairy man was forced to roll to the side, as the armoured man hurled a desk in that direction. The desk in question then proceeded to shatter into a thousand pieces as Spider-Woman withdrew a handgun, and fired six shots into the man's chest.

"I've heard of him!" Spider-woman bellowed, "he's supposedly called the 'Winter Soldier' by Hydra's top brass. He-" Around twenty soldiers burst into the room, and opened fire on the trio with automatic weapons. Obviously not caring if they wound up hitting their own soldier, who roared in pain as he lashed out a fist at Spider-woman. She absorbed the impact of the blow, and was sent through a nearby wall, allowing the 'Winter Soldier' to turn it's attention towards Steve.

" _Shield,_ " it/he whispered in a surprisingly human tone of voice, even as it menaced the Super-soldier. However, Steve paid that word no attention, as he leaped into the air, and delivered a hard strike against the Winter Soldier's head. The blow was enough to knock him back, and Steve followed that up with a smashing strike to it's ribcage, even as Howlet dealt with the soldiers. He was about to hit the creature's thigh, but a rough hand grabbed him by the neck and lifted him into the air. Apparently, his blows hadn't been as effective on the Winter Soldier as he had originally thought. "Kill. You." The Winter soldier gasped as it squeezed even tighter against Steve's neck. Everything was about to go black when something impacted against the man's back, causing him to drop Steve. Even as his vision was still blurry, the Super-soldier could make out two shapes standing in the improvised doorway. One was more slender, while the other had broader shoulders and was carrying some sort of long cylinder in his hands. It took Steve a moment to realize that the cylinder was a grenade launcher. And even longer to realize that the man carrying it had dark skin. Almost as dark as Jack's was.

"Come on!" the dark-skinned man shouted as he fired off another grenade. "Fall back! I can't hold him off forever!" Steve wasn't one to refuse an order, and hauled himself to his feet, pausing only to acknowledge that the second figure was Spider-woman, albeit with a good portion of her battle-suit ripped to shreds. "Move, Captain!" the dark-skinned man roared as he fired off one final shot, "plane's waiting! Your team's already on-" his last shot had missed entirely, and the Winter Soldier managed to launch himself forward. Luckily, Spider-woman was able to intercept him. Unfortunately, Winter Soldier grabbed hold of her arm, in a death-grip from which she seemed unable to escape from. "Faglier, take it!" the dark skinned man shouted over the commotion, as he tossed her the grenade launcher. She managed to catch it with one hand, and pointed the firing end towards the Winter Soldier.

"Say goodnight, asshole," she muttered before discharging the weapon in close quarters. The blow hit him, sending Winter Soldier flying backwards. But the blast also seemed to affect her, as she was tossed aside easily, and was left with only a bloody stump of a left arm.

"I'll-" Steve began to shout.

"Go, I'll recover!" Spider-Woman replied as she rolled to her feet, allowing Steve to see the fact that she was also missing three fingers on her right hand. He also could see several of her cuts begin to heal, and realized that with her more advanced healing abilities, she would be alright in a few minutes time. So instead of helping her, he simply followed the dark-skinned man, all the way back outside, and towards a plane with the rear ramp still down. Four soldiers in army green guarded the entrance, only leaving their post once all four of them ran up the ramp.

"Get us out of here, Morse!" the Dark-skinned man bellowed towards the front, obviously to a pilot. "I want us off the ground in thirty seconds! Rand, May!" He continued as he pointed to the two agents who where attending to Dugan, who's face was covered in bandages. "Secure the wounded! We're heading to upstate New York!"

"Aye, sir!" the pilot replied, as Spider-Woman leaned against the wall of the plane.

"Hey Nick," she panted heavily as she clutched a her stump of an arm, "Did I ever tell you that you've got great timing?"

Xxxxxxx

Steve couldn't help but steal glances at the stunning woman's re-growing arm. In the space of a few minutes, it had gone from a mere stump to something resembling a baby's arm, with very pink flesh. He had to stop himself from trying to help her, as their plan sliced through the air, towards an unknown destination. He did his by returning his attention to Dugan, who's vitals where improving by the second. IN his opinion, Steve believed that the soldier would only need some stitching, and possibly some minor plastic surgery, which Coulson could provide in a moment's notice.

"Is anyone gonna talk about the goddamn elephant in the room?" James Howlet, who was now going by Logan, growled as he crossed his arms in front of his chest. From what he had heard, Logan possessed some sort of unique ability to heal, which also made it so that he aged extremely slowly. And a part of his mind made the connection between his agelessness and Spider-Woman's. Obviously, he had been the source. Which lead him back to the woman, who he still couldn't quite figure out. A month ago, back in New York, she had physically assaulted him, then allied herself momentarily with Coulson before outright saying that she didn't trust him one bit. And yet, here, she seemed to be perfectly at home working with others, towards a common goal, even if he didn't quite know what hers was yet.

"You mean like how four of you should have died at the end of the war?" Spider-Woman remarked as she re-adjusted herself against the plane's hull. Their savior, 'Nick' gave her a small look as she opened her mouth to continue, "Or how about the fact that we've got a grandfather-grandson duo onboard?" Nick's glance turned into a death-stare, as several of the Agents on board gave small shrugs of confusion. Steve himself looked from Jack to Nick, immedietly seeing the resemblance, which passed beyond mere skin tones. He could see that they had the same nose, and that their ears where the same shape. Beyond the shadow of a doubt, Nick was Jack Fury's grandson.

"You-" Jack began to say, as he stepped forward slightly.

"That is not our most pressing concern," Nick replied, still maintaining his death-glare on Spider-Woman. "We've got no time to be discussing matters of _family,_ do we, Faglier?" Obviously, his words where directed right at Spider-Woman, who's expression changed for the slightest of seconds, going from somewhat cheerful to deadly, then back to neutral.

"What's he talking about?" Rand asked, as he looked around the cramped cabin.

"No idea," Steve lied, remembering with perfect clarity his intrusion into the woman's home. More, smaller connections began to form in his mind. From the looks that the man and the woman where exchanging, they had obviously known each other for some time. And he could tell that their relationship was a strained one, built on need, rather than trust. Which meant that things could very well turn sour very quickly, if there was no need for them to work together. So, he decided to change the subject, "that…man who attacked us. Who was he?"

"He's one of Hydra's secret weapons," Nick answered gruffly. "Number Eighty-four on our list. He's responsible for numerous murders and terrorist attacks on our bases." Silence followed his words, as everyone in the cabin looked around. Nervous glances where exchanged between hardened Agents, who had all seen a lot of combat. "They call him the Winter Soldier. He's one of their best soldiers. He goes in," the dark-skinned man continued with a heaving sigh, "and bodies pile up in the hundreds. You all saw what he was capable of today."

"One of their best?" Agent Rand remarked with a huff, "They'd be hard-pressed to top that guy."

"I'm surprised that you'd say that," a red-headed female Agent, who Steve did not recognize, said in a confident tone of voice. "After tussling with their number two operative ten years ago." Steve let his eyes flicker upwards to Rand's forehead, where long scratches remained from his encounter with the Black Cat.

"Fuck off, Romenov," Rand shot back bitterly. "I could've had her if she weren't so quick."

"Shoulda, woulda, coulda," Romenov replied with a slight chuckle as she tossed her hair back.

"Anyway," Nick said sharply, "we've got some intel on him, at least."

"Care to share, then?" Jack shot back, obviously still in the throes of the realization that his family had grown without him.

"His body has been genetically enhanced with Alien D.N.A," Nick said calmly as he paced the length of the airborne cabin. "Nothing remotely human. And it managed to completely screw with his mind, now he can only form a few words here and there. Most of it is complete gibberish," Jacks grandfather continued as he circled around the cabin. Still, he seemed to be focusing most of his words towards Spider-Woman, who eyed him with equal mistrust.

"So…is he what killed them off?" Romenov asked with a slight wince, obviously not wanting to spark an argument. "The Defenders, I mean. Was he…it-?"

"No," Spider-Woman replied sternly. "No, he wasn't. I know this because I'm fairly certain he was once one of us." Steve's jaw almost hit the floor at those words. As did the jaws of most in the room, save only for Nick, and Logan, the latter of whom had his eyes roll up into the back of his head, as if he was dreaming.

xxx

_** Nineteen Years Ago: ** _

The brute stood well over his head. Even though Logan was smaller than most, this…thing was bigger than anyone he had ever seen. Small trappings of clothing remained around it's torso and waist, covering it's pectorals and hips, indicating that it had at one point been human, and been subjugated to some form of transformation. Short black hair topped its head, and blood ran through its hands. Blood which had a source, which Logan could see. Something small and round was in its left hand.

A severed human head.

Not just any head, either. No, this head had once belonged to a friend, to Carl Lucas, Power Man. One of ten supposedly indestructible superheroes who had been intended to replace Captain America after the war. And he had done a decent job so far. They had squashed terrorist cells, eliminated threats. Saved lives. They had gone through thick and thin together, but no longer. Eric Parker, the man behind their program, had once said that the only way he could envision killing someone with the serum running through their veins was by removing their head completely.

And as usual, he had been right. Why did he have to be right?

"Die!" A single, hoarse shout echoed across the otherwise desolate field. A blur charged across his vision. Dane Whiteman, also known as the Black Knight, struck the Hulking brute with a closed fist, and unmatched fury. Which made sense, of course. He and Power Man had always been very close friends. Inseparable, even. Of course they would want to avenge the other's death. But this was not an opponent for one to take lightly, Logan could see that clearly. So, ignoring his better judgement, and the pleas of Marie, who was still in the background, he charged headfirst into the battle. Logan roared with primal fury as he extended his claws, and ran for the green-skinned monster's legs. With a single slash, he sliced through thick slabs of muscle like a knife through butter.

"Knight!" Logan growled as he rolled to the side, out of the way of the beast's fist, "behind you!" Ten silhouettes could be seen against the flames. Hydra soldiers were taking up flanking positions on the two of them. And although the soldiers posed little threat when compared to the brute, Logan knew they could be dangerous. They could be carrying tranquiliser weapons, which could eventually over-load their systems, and knock either of them out. But, his fears seemed to be unfounded, as more help arrived from the left. Mathew Murdoch, who was the Daredevil, Arthur Randkai, who was known as the Iron Fist, and Kenchico Harada, the Silver Samurai all charged in headfirst. Harada, being the only one of them who was actually armed, with his adamantium Katanta, opted for charging the brute, as opposed to the Hydra soldiers, who were being mopped up fairly quickly by Murdoch and Randkai. Even as he was forced onto the defensive once more, Logan watched his fellow soldier leap into the air with impossible height, and plunge his sword straight into the brute's neck.

However, the blow which should have killed it did not phase the beast, who back-handed Harada as if he was nothing more than a fly. Harada went flying into a wall, as the brute pulled the sword free from its neck, and tossed it like a spear through the air. The blade hit the mark that it had been intended to, which was the unconscious form of Harada. It pierced his chest and stuck into the wall. Though, thanks to his advanced healing factor, Harada would be able to survive the blow. But Logan couldn't simply wait around for that. He had to take decisive action, and kill the beast himself. He turned his attention back to it, just in time to see Randkai's headless body falling to the ground, never to get back up. Yet another ally who had fallen prey to the beast's hands.

"Where's the Captain!" Whiteman growled as he leaped over the Hulk's swinging fist. "We can't keep on the defensive like this! We need a plan of attack!"

"There is a plan!" Murdoch snapped as he delivered a powerful kick to the Hulk's kneecap. "Attac-" _Bam!_ The Hulk's fist slammed into his relatively tiny frame, causing him to crumble underneath the force of the blow, and create a crater with his body. A crater which he emerged from, as Logan sank his claws into his enemy's back with savage fury, buying his fellow soldier some time. As he did so, the Hulk bucked in a spasm of pain. A terrifying roar escaped its lips as Logan was tossed from its back, and Whiteman delivered a crushing blow to the beast's stomach. Logan landed with a thud against the wall, not very far from where Harada was trying desperately to pull the sword from his body. However, the angle and length of the blade made it impossible for him to get enough leverage to pull it out of the concrete. So, as soon as he got to his feet, Logan moved to assist. Even though he was nowhere near as strong as Harada was, he was in a much better position to pull the blade free from his friend's torso. However, he never did get that chance, as a rough hand grabbed him from behind, and lifted him high into the air, before sending him crashing back into the ground. However, to Logan's horror, he still maintained his grip on the sword. He could only watch in slow motion as the blade sliced through Harada's torso, neck and head. Blood spattered everywhere, like a fountain, as the Silver Samurai's body fell to the ground.

"No!" Logan bellowed as the Hulk slammed him into the ground, again and again. Three of his friends, fellow soldiers and family, had fallen to this seemingly unkillable beast. They were all scattered and divided. Captain Marvel and Spider-Woman would have fled the area, as was their right. For the past year, since she had grown pregnant, their responsibilities had changed drastically. The team came second, as far as they were concerned. But this situation was unprecedented. How could they possibly rally against such a setback? Even Captain America himself would never be able to accomplish such a thing.

This was it.

They were done for.

He would die with them, at the hands of this beast.

xxx

** Present Day: **

"And I told _you,_ Fury," Spider-Woman said briskly, "that's all I know. Whiteman, Logan, Myself, Captain Marvel and a few civilian personnel managed to escape the compound. We went our separate ways shortly after that. We knew we couldn't risk public sightings again, or else that-" Nick held up a hand, stopping her sentence on the spot. Though, Logan could see that she so wanted to continue, and chew him out for something that he still couldn't quite place. Up until Nick's arrival, she had acted like she was the one who had brought them all together, almost as if she was playing a game of chess against an unseen opponent. Hell, she hadn't even properly explained to him what she needed, but he knew that she could hold the key to unlocking his lost memories. And those, he desperately needed back. He was ready to do anything for them.

"What's goin' on?" a confused sounding voice said from one corner of the plane. Dugan, the one who had been injured in the fight with the Winter Soldier, was trying to sit up. "My face feels like it's on fire and….who the hell…?" Logan gave him a look, still unsure of the whole situation at hand. He wasn't sure how he felt about his present company. There was something…off about the whole thing. And he did not like it one bit.

"We were just-" Nick Fury began to say.

"Sir!" A voice shouted from the pilot's chair, "We've got incoming. Unidentified Aircraft approaching at an attack speed. We-" the pilot never got a chance to finish what she was saying, as the whole plane lurched to the left violently. Based on the suddenness of the manoeuvre, Logan knew it was far from a voluntary one. He also knew that there was no way the pilot had performed any sort of evasive maneuver. Which meant that their plane was being controlled by some other means. In his mind, Logan guessed that they were under attack by a mutant, and a powerful one. In fact, they had to be very powerful, to manipulate a plane in mid-flight. Two possibilities ran through his mind at the moment, one of them being a radical Mutant-first leader with the ability to manipulate metal. The other was Jean Grey, who was one of the most powerful telekenetics in the world. He knew that she was more than capable of pulling such a feat off on her own. He tried to make his way to the only window on the plane, but it rolled again, and this time, he hit his head off of something, and blacked out completely.

xxx

"Don't damage the plane too much!" Scott barked into her ear, even as he handled the controls, "we need to know who-"

"I know damn well what we're trying to do, Cyclops," Jean shot back ferociously as she spun the other aircraft over itself, in a barrel role. Although she knew that Logan was inside, thanks to their earlier reconnaissance, she couldn't quite place his exact location. Even with her vast telepathic powers, she couldn't read his mind, or any minds on the plane. Though that didn't come as a complete surprise, as she had encountered metals which could block telepathy before. So, instead of merely pulling the clawed X-man out of the plane, she had to gain control of the aircraft fully, and force it to the ground, which she was in the process of doing at the moment. "I'm gonna set them down in that small clearing," she said as she noticed the ramp beginning to lower. She could just make out a woman's figure, holding something heavy-looking over one shoulder. Too late did she realize that it was a rocket, which sailed towards their aircraft with deadly speed. Jean managed to deflect it, but was forced to release her grip on the enemy plane to do so.

"Keep up the pressure!" Scott barked in a commanding, arrogant tone of voice, further reminding Jean of why she had left him in the first place.

"I've got a great idea!" Jubilee, who was currently strapped to her seat in the back, snapped. "You can hold the plane with your mind, while Jean barks orders!" Scott threw her a deadly look as Jean once more pushed with her mind, forcing the other plane to land on the ground. Her control was thwarted however, by an obviously skilled pilot, who managed to escape her powerful grip at the last second, and create a large gash in the ground with one of the plane's wings. Scott was quick to set their own plane down near enough to the crashed one, and was the first out of his seat.

"Non-aggressive intervention," he snapped to the other occupants of the plane, them being Hank McCoy, Bobby Drake and Sam Guthrie. They had been the only X-men on-call at the time when it was discovered that Logan was missing. And a missing team member warranted their full, undivided attention. "If we can help it. These people managed to take Logan without a fight. We have to assume that they managed to incapacitate him, or-"

"Or he went willingly," Bobby offered with a shrug, earning a slap from Jubilee.

"He'd have told us were-" she began to say, only to be cut off by the sound of gunfire.

xxx

This was certainly a first for the young mutant. She had never before been around live gunfire before. Sure, she had the Danger room sessions under her belt, during which she had faced a multitude of threats ranging from an angry mob to a Dinosaur. But she hadn't been out in the field enough to have experienced this, a complete new environment. Luckily, her training had prepared her somewhat, and she knew enough to crouch down low, and skirt along a small cluster of bushes that lined one side of the clearing. From there, she could gain an advantageous spot from which to both observe and unleash her blinding fireworks on the people who had captured her favourite teacher. Dust and dirt did not even phase her as she crawled through it, thankful for the specialized suit she was wearing, which could hide her body's heat signature from most sensors.

However, what it could not do, was hide it from a set of eyes, which watched her from a short distance.

In a flash, Jubilee rolled to her feet and sent out a blast of fireworks, aimed right towards the eyes that where watching her. The eyes, in turn, belonged to a woman wearing a mask, which hid most of her face, and a half destroyed one-piece suit that looked not to different from the one Jubilee was wearing, only in darker colours. The woman nimbly leaned out of the way of the light show, with surprising speed that astonished Jubilee. What was more, the Woman easily closed the distance between the two of them in less than three strides, giving Jubilee only enough time to throw a weak punch, which the woman caught with her bare hand.

"Logan's a good teacher, I see," the woman said plainly as she twisted Jubilee's arm around in a surprisingly painless manner. "I can see he's worked the basics of Ju-jitsu and Karate into your training with him," she continued as Jubilee tried to snake her legs around the woman's, and trip her. Her counter-measure didn't work, however. "Hmm, Krav Maga, that's something you don't see every day. Good of him to incorporate the unknown styles into your regiment," she finished as she gave a slight push, which forced Jubilee to the ground.

"Who the fuck are you?" Jubilee hissed as she tried to rise, only to feel the woman's knee press against her back.

"I'm an old friend of-" the woman began in a plain tone, which quickly changed to an "agh!" As soon as the weight was lifted from her back, Jubilee rolled back onto her feet, to see Jean and the Woman staring each other down. Obviously, Jean was trying to incapacitate the woman with her telepathy, but was experiencing unexpected complications. It was possible for a non-telepath to ward off a telepathic attack, but it was extremely difficult. Professor Xavier had given them all some lessons in the matter, but not nearly on the level of what this woman was doing.

xxx

_ "Hold still, Mariko!" she said as she leaned in, between the panting woman's legs. On all sides, they were surrounded by people. Most of them were friends, and only a select few were doctors or military personnel. Marie let out a small gasp as she began to see something small emerge from Mariko's vagina. It was a head. A human head. Belonging to a baby. Soon, the rest of the body followed suit, and she was holding it in her arms. "It's a girl, Logan. A beautiful baby girl. And look," Marie said as the tiny infant let out a small belch, "she's got her daddy's manners already!" _

Jean tried desperately to delve through the vast sea of memories that this woman had in her possession. There where way too many for any normal person to handle. And Jean could sense that the woman she was trying to subdue, Marie, knew she was there.

_ "Captain on deck!" Marie snapped as she brought herself to a sharp salute. To both her left and right, nine others stood, in various colourful outfits.  _

_ "Dismissed," the man who was wearing a suit of red and black materials said sharply. He looked around the room they were in with a sense of pride. "You all know what our mission is now, men. We-" _

_ "Ahem," Marie coughed with a smirk.  _

_ "-and lady," the Captain said with a slight nod. "We were all given this gift by our superior officers-" _

_ "Or parents," a man wearing an almost entirely red suit mocked as he twirled a steel baton between his fingers.  _

_ "If you've got a problem, Murdoch," the Captain said sharply, "you can take it up with…." _

Jean felt a sharp stab of pain in her frontal lobe. 'Marie' was fighting back, and very hard. Jean knew that she wouldn't be able to keep up her mental defenses for very long under the sort of pressure she was under.

_ "It wasn't your fault," Marie said as she approached the wounded-looking teenage girl from behind. At the sound of her words, the girl whipped around, letting her blonde hair fly through the air as she prepared to defend herself.  _

_ "Who are you?" the girl bellowed as she took a step back. _

_ "I'm here to help you," the Marie sighed, not believing the words that where coming out of her own mouth. She was being forced to do this, she didn't want to hurt somebody so close to her son's age, not in the way she was about to. "The people that hired...that I represent. They can help you," Marie finished, hoping that her soothing tone would help the girl.  _

_ "I-" the girl moaned. _

_ "They can help you," Marie lied as she grasped the girl's hand. "They want to help you. They just want one thing from you. Just take it, and they will contact you when they need to."  _

Jean gasped in pain as more pain escaped from her forehead. Marie's grip was too powerful, her hold too strong for Jean to even consider letting go. All she could do was dig deeper into her mind, hoping to find a way to stop her for good.

_ "I won't do it!" Marie screamed at the man who sat behind the desk, with his hands folded in front of him. "No! Never again! I will not drag a child into you private war with-" _

_ "You will," the man sitting behind the desk said plainly as he leaned forward. "You are more than aware of the terms of your contract with us, no?"  _

_ "Contract!" Marie hissed as she too, leaned inwards. "This isn't a contract, you piece of shit. No matter what you think it is, it is not a contract. This is slavery. And once I am free to-" _

_ "Free?" the man behind the desk chuckled. "My dear Black Cat, you will never be free of us. No matter what," he said, as he leaned backwards in his chair. "You can never go back to your perfect little family, with your husband and your s-" _

_ "You leave him out of this!" Marie roared as she slammed her fist into the desk itself, creating a sizeable dent in it. "I swear to god," she growled in a threatening tone of voice, "if you even think about doing anything to him, I will destroy you." _

_ "If you could do that," the man behind the desk said casually, "then you would have already. Perhaps a part of you enjoys working for Hydra?" _

Jean snapped herself out of the mental battle, for her own sake. She looked around, to see a small crowd of people gathered around the two of them. Marie, in turn, was glaring directly at Jean as if she was daring her to say something. The power and intensity behind her eyes was undeniable. This was not a woman that should be trifled with lightly.

"Arrest her," a black man snapped as he pointed at Marie. "She has given us more than what we need, and has proven to be too dangerous to let wander," he continued as a nervous-looking man, no older than thirty, approached Marie. Jean could only look on as cuffs where slapped on the woman's wrists, and she was led away, into the back of the crashed plane. "She is the one who kidnapped your friend," the man continued with a huff, "he is being tended to in the cockpit. Pick him up if you wish," he finished before turning around and walking away, still leaving Jean with a thousand more questions than answers. Only one thing was certain in her mind, she needed to talk with the woman, in private.

Xxxxxxxxxxxx

_ "Hold on…" Marie gasped tightly, as the people inside the room inhaled deeply. They all waiting in silence and anticipation as a horrible scream filled their ears. It was a scream unlike any he was used to. He could handle the sounds of a man being torn in half by machine-gun fire. He could handle seeing a man lose his leg to a grenade. He could handle the sounds of men being roasted alive. He could listen to the sounds of a thousand soldiers roasting alive. He could bear the wails of widows and children as they were given the news of a loved one's passing.  _

_ But he could not handle the sounds of the woman he loved in pain. It took every fibre of his being to not rush forward, and push Marie out of the way. He wanted to stand in front of Mariko, to be the one to end her pain as quickly as he could. But in his mind, he knew that he was not suited to the task at hand. Rending a man from head to foot, he was perfect for.  _

_ Delivering a baby? Not so much.  _

_ Which was why he trusted Marie with that task. She was the most experienced in the field of medicine. For six month prior to signing up for the super-soldier program, she had been training to be a nurse. He had rushed to her quarters when Mariko had first started having contractions. And by the time they had returned, several base personnel had shown up, including the director of the entire operation: Eric Parker.  _

_ In his mid-forties, the director of the super-soldier program looked like a much younger man. Perhaps only a few years older than he had been at the end of the war. His skin was slightly darker, as it had been since being exposed to the unknown energies that radiated out from the Red Skull's fortress upon his defeat. And his shoulders where broader, bearing more muscle. Eric had quickly explained this as a new method for improving his mental capacities, which was increasing his physical ones. 'A strong body means a strong mind' he had often quoted. But here, he didn't look strong. Sick was a more appropriate term. Which baffled Logan immensely, given that Eric was a licensed physician, and had borne witness to the birth of his son just over twenty years prior.  _

_ No, he, like Logan and Marie, looked nervous. Nervous for the mother and child. On top of all the other responsibilities he shouldered with being the director of their little organization.  _

_ "Almost there," Marie cooed as Mariko let out a terrible gasp of pain. Once more, Logan was faced with the urge to rush in and help. But he still realized that he would be more of a hindrance than a help. "One more push, Mariko. One more push and-"  _

That was it. There was nothing more to the memory. It dropped off, like the edge of a cliff. It was absolutely maddening to him. He needed, wanted to know more. He knew the memory was there, somewhere just beyond his reach. He only needed to extend his grasp a little farther, and he would have it in his hand. But something was pulling him back, keeping him from it.

He racked his brain to figure out what it was. It couldn't be his sub-conscious. It wasn't a brain injury, given how he was immune to those. A part of him wondered if it was just plain old memory loss, but if that was the case, then why was the drop-off so sudden? The abyss before him was absolutely staggering.

Secretly, he resolved to question the professor about it in person. And one look to his left confirmed that Jean Grey knew exactly what he was planning to do, yet remained quiet about it.

xxx

"Fuckin' bitch!"

_ SMACK!  _ A closed fist struck against her jaw, shattering it upon impact. However, she had trained her body to not react to pain. Especially when that pan would subside in mere seconds. Another fist struck her, this time in the side. Sure, she could have dodged it, and used her momentum to free herself from her shackles. Then, she could incapacitate her tormentor with a single blow, before moving on to the rest of the cabin. Captain America would no doubt prove to be the most difficult to take down. Her first priority would have to be to get his shield off his arm, thus destroying his fighting style.

Sure, he was more than capable as an unarmed combatant, but the transition would take too long, and she would be able to use that opening to separate his head from his shoulders. If military records where correct, than Captain Rogers had a preference for boxing, which he combined with Judo and Karate. She could easily smash through his defenses, but would have preferred to slip past them with something unconventional, such as Tai Chi at super-speed. That would certainly knock the Captain off-balance and allow her to move on to her final target, the pilot.

Of course, that was only her backup escape plan, if Hydra had a need of her. If they couldn't contact her, then they would move onto their second operative, knowing that she could not betray them in any way.

"I'm talking to you!" an angry voice said as a knee slammed into her face. Again, she did not react in any way that showed outward discomfort. Instead, she focused on the man in front of her. Agent Daniel Rand. A close-quarter combat specialist for the Howling commandoes. She remembered the file Hydra had on him, and could tell that he was one of the best human combatants in the world, able to clear entire rooms with nothing but his hands.

Sure, those skills wouldn't mean much against her, or Captain America. But they were definitely to be commended. It was only a shame that she would never be able to classify him on the dwindling list of people she could trust. At the moment, there were only three names on that list. And it needed to grow, quickly.

But his anger issues would never allow her to give him any sort of information. He was too lenient about the words that flowed from his jaw. They would eventually reach the ears of someone who would use her secrets against her, much like Hydra did.

"Say something!" Rand bellowed as he slapped her across the face.

"You do realize that it is completely useless for you to strike me," Marie responded in a cool tone of voice, which clearly aggravated Rand even more. "Right?" she did the unexpected. She knew that he expected her to beg for him to stop. To put an end to his fruitless tirade of anger. To beg for the proverbial 'good cop'. But that was not the case, because she felt that his directed anger was more than deserved for her past sins. Rand looked as though he was about to shout something back, when the door to the interrogation room opened up, revealing the form of Steve Rogers.

"Fury wants you up front," he said curtly, keeping his voice in a neutral tone, which told her that he was lying. Fortunately, Rand seemed to not notice this, and stepped out of the room.

"I had no idea the winter soldier was going to be there," she said in an honest tone.

"I wasn't-" Steve began to say, as Marie relaxed her shoulders somewhat. "You had a reason for bringing Jam…Logan with you," the Captain stated clearly, doing his best to hide his inability to form proper sentences in her presence. "What was it?"

"I wanted to help him find out more about his past," Marie sighed in a fake tone, testing his wits to see if they were still as sharp as the records said they were back in the war. "For old time's sake. I-"

"That's not it," Steve cut in, seeing past her façade. "Don't lie to me. Or I'll go to-"

"You won't be going to Fury about this," Marie said in a confident tone as she shifted her weight from one knee to the other. "This is a conversation that you, as well as I, intend to keep from everyone else. And Coulson put you up to it, didn't he?" The look she got from the Captain was absolutely priceless. It was a mixture of shock, disbelief and awe. But he quickly rid himself of it and straightened his shoulders. "I thought so," Marie continued with a slight chuckle, remembering the young, impressionable security officer from almost thirty years ago, who had taken a shining to Captain Marvel. "Getting a little bit confused in his old age? Maybe not remembering as much?"

"Do you need something for that eye?" Steve asked as he knelt down, and began to reach for it. In an instant, she thought of several ways to beat him to death. One was to smash her head into his with all her strength. Another was to wrap her chains around his neck and pull as hard as she could. And the third was to bite his nose off, using the distraction as an opportunity to rip her hand out of the cuff. But she refrained from doing any of those. Instead, she let him gently feel around the rapidly sealing wound. "Never mind," he said as she felt the wound begin to seal. "I forg…..Coulson," he said as he shook his head, obviously trying to focus. "How do you know him? He said he only met you once?"

"He would say that," Marie replied as she sunk her head down a little. "The Phil Coulson I knew was much different that the man you know. He was more outgoing, and trusting. He was one of the most vibrant men I knew. And," she said as she looked back up at the Captain with the most honest look she had used in ages. "He revered my husband passionately. So much so that we could-" _No,_ she thought to herself, _too much information. He could get killed because of this._ It took her a second to re-orient herself in a believable manner. She blinked once, wiping away the real tears before she could gather up the courage to continue. "-trust him with a secret that less than a handful know. Which was why someone with a lot of power had his mind completely erased of it."

"Erased?" Steve said, as he stood up, "how?"

"A powerful telepath," Marie snapped back, perhaps a little ruder than she should have been. "Re-worked his memories so that he never would remember meeting us. I don't know who ordered it," she continued, as she looked up at the Captain. "Only that they have a lot of pull within every government organization. I'm willing to bet that you've met one of their double-agents already, Captain."

"Who was the telepath?" Steve asked sincerely.

"I don't remember his face," Marie replied honestly. "It happened so fast, I barely got to look at him for more than a second. He got to Coulson, and was halfway through Logan when I realized what was going on. I broke free of my restraints and tried to escape," she said as she felt something wet her cheek. She could still hear the bones crunching under the pressure of her blows. "I couldn't get Logan or Coulson out of there. Not without fighting every Hydra agent in the world. So I ran as fast as I could." An even more shocked look crossed the captain's face, telling her that he was believing her story. As he should, because she was telling the truth. "I ran for…days and months. I was all alone. But eventually," she huffed, "after all my hard work. After every security precaution, they found a way to get at me. They found a weakness to exploit. So long as I serve them when they call on me, and don't give away any of their secrets, then they won't use my weakness against me."

"If you dealt with the Telepath," Steve said, making an obvious effort to not discuss what her 'weakness' was. "Then how is it that he was able to completely erase Logan's memories of you?"

"I didn't kill him," Marie replied, thankful for the Captain's discretion. Steve looked at her with a questioning expression, which she should have expected. Because of her reputation as an assassin, most expected her to go to murder as a first resort. That was not in her nature at the time. Now, if she were in the same position, she would surely have killed him outright, regardless of his pleas for mercy. "I only broke his spine." Steve's expression went from shock to understanding in a matter of seconds as he turned towards the door. He then paused and looked back at her.

"You said you only trust a handful of people with your secret," he said calmly. "Coulson is one, correct? And Logan is another? Who else is on that list?"

"Two others," Marie replied softly. "One of them….is dead. The other," she huffed, "is in this room with me."

xxx

"You seriously grew up in a laboratory?" Jubilee asked in disbelief. It had been several hours since they had returned from rescuing Logan from those government goons, and she had decided to go chat t up with his daughter, who hadn't been outside the infirmary since arriving. Hardly surprising, since the girl had been frozen in a block of ice for god knows how long. _Hank said that she has mutant D.N.A,_ she thought to herself, _maybe she inherited 'daddy's' healing powers?_ It was, after all, not unheard of for children to sometimes inherit a variation of a parent's powers.

"Yes," Logan's daughter, 'Laura' replied in a shy tone, as if she was unused to speaking. "I only ever saw pictures of my father. My mother would show them to me," the girl finished quietly as she looked down at the floor.

"Government spooks let her do that?" Jubilee wondered out loud as she ran her hand through her hair. "I thought they'd want to suck the life outta you. Maybe infuse it into their own bodies and improve their own quality of life!" she chuckled as she rapped her hand against Laura's shoulder, causing the girl to flinch somewhat.

"Do…do not do that," Laura said.

"What, this?" Jubilee said as she repeated the motion much more slowly. This gave Laura ample time to pull away, out of her reach. "Why?"

"Because," Laura said softly, "It….it makes me feel…..angry. The men…liked to do that to make me…angry."

"They wanted to make you angry?" Jubilee said with a raised eyebrow, not fully understanding. In the back of her mind, she thought that perhaps the girl was mixing up the words 'angry' and 'uncomfortable'. If that was true, then she could see the girl's reason for being so withdrawn from human contact. _Eighteen? Female? Secret black-ops military group? Not a good combination, if you ask me,_ she thought as a smile crossed her face. If t was true that Laura had endured those hardships, then it was her responsibility as one of Logan's favourite students to make the girl's life a little bit better. "Well, forget about them," she chirped as she spun herself around to face Laura head-on. "I think I've got the perfect cure for your glum-itis," she smirked.

"What is that?" Laura asked sheepishly.

"Late-night shopping trip," Jubilee smiled as she pulled Laura to her feet. "It's on me," she continued as she gestured to Laura's hospital gown. "You're gonna need something to wear aside from that thing. I'll go see if something of mine can fit you in the meantime. And I'll have to check with Hank, of course," she finished before skipping out of the room, knowing that this was sure to both get her in a lot of trouble, and in Laura's, and therefore, Logan's good books permanently.

xxx

The two other people in the room, Norman Osbrone and Susan Von Doom, looked extremely furious as they eyed him. Norman's fists where balled up tightly, and what looked like actual electricity sparked from Susan's hands. If ever there was a moment when they were debating attacking him, this was it.

"We are tired of you failing!" Norman screamed as he slammed his fist down onto the table in front of him. "Doctor, your failures add up on one another recently! Government agents managed to infiltrate one of our old bases! What if they had managed to find our underground, with all of our scientists working hard on _your_ outlandish experiments!" He heaved his chest hard, obviously demanding an explanation. Which the man he was speaking to intended to give parts of. There was no need for Norman to know more than necessary, after all.

"I would hardly consider Cloak and Dagger to be-" the Doctor began in a calm voice, only to be cut off by Norman.

"Your only successes in a year!" Norman snapped viciously. "Surge gave herself a heart attack. Avalanche had to be put in a coma because of the drugs you gave him! That woman you gave mist-powers too? She disappeared! Gone! Millions of dollars, gone! Much like the last sample of Super-Soldier serum you _wasted_ on that boy you ordered me to keep an eye on! Need I continue!?" Norman heaved as he looked to Susan, who was indifferent to the man's tirade.

"Please do," the Doctor said calmly.

"I will!" Norman screamed loudly. "I am on the verge of bankruptcy because of your little endeavours! Occult research has led us nowhere, 'Doctor'! Why do you waste my time and money looking for old relics in the farthest corners of the world? Old swords, hammers and axes? What do they mean to me? To us?" He snapped, as he pointed towards Susan, who nodded her support for Norman. The Doctor shifted his hand slightly, and pressed a small button, which sealed off the room from any and all intruders. Even the great Spider-Woman would never be able to know what was going on in the room at that time.

"You ask what they mean to you," the Doctor said as he sucked in a deep breath. As he did so, an automated robot dolly rolled into the room, carrying with it a single war-staff. It was elegantly adorned with gold trimmings, small gems and a dragon-head. Partially encased inside the head was a white diamond that shone with inner beauty. "They mean this. I found it in Germany, a long time ago. Before this council was ever even formed," he stated with surety. "The team I was with thought it would be useless, given how none of them could even move it. Or even read the scriptures. But I was determined to read it." He circled around the staff as he continued his monologue. "The key was hidden in the Red Skull's personal journal. He had already translated the runes into German, and I into English. They say that there is only one who may wield it, and gain the unearthly powers within." He knew from their expressions that Susan was very interested in the staff, while Norman was not. If anything, his speech was making him even more furious.

"This relic is-" Norman snapped.

" _THIS RELIC IS MORE POWERFUL THAN YOU SHALL EVER BE!"_ the Doctor roared, cowing Norman into submission, and further peaking Susan's interests. "It can move mountains! Crush armies! Force a city to bow before the wielder! The wielder who would be one of seven to both rule and defend the world! Together, they could stave off the most powerful of enemies. Avert all disasters! Their power would be unrivalled! And," the Doctor continued as he came around once more, calming his tone as he did so. "I believe that I have found her." Without another word, he grabbed Susan's hand by the wrst, and forced her to touch the staff. Once her gauntlet touched the metal, there was an explosion of dark red light. It filled the room as both the Doctor and Norman were knocked backwards, only Susan remained rooted on the spot.

Once the light dimmed, the Doctor looked back at her. It was if she had never been touched by the ungodly forces unleashed by the staff, which now resided in her hands. A small hum of elation escaped her lips as she marveled at the white gem's inner beauty. In an instant, the Doctor knew that she was in full control of the staff's power. Which pleased him greatly. With her at his side, he would have no trouble finding the other weapons, and their wielders. And soon, he would have an army that no one could stop.

"Yes," Susan cooed as she stroked the staff. "Yes, I can feel it. The power," she continued as she tore her gaze from it, and looked back at him. "I apologize for ever doubting you, Doctor Parker. You have shown me true power, like you promised my brother."

"No," Eric smiled as he got to his feet, and circled around Susan, admiring the staff as she did. "No, my dear Susan. This is not power," he chuckled as she held the staff aloft in one hand. "This is the final step in our evolution."

xxx

"hmm, this is cute," Jubilee shrugged as she pulled out a short-sleeved top, showing it to Laura, who shrank away slightly. "What do you think?" she continued, as she indicated that Laura grab the garment. She hoped the girl would like it, because that would form a basis for Jubilee to go on. Because for the past two hours, she had been constantly offering up suggestions, only for Laura to shoot them down. The only thing that Laura seemed to like was a pair of plain black pants, which Jubilee had purchased for her. Admittedly, they actually looked alright, but they needed something more to go with them.

"I…" Laura muttered, as she glanced from side to side. This gave Jubilee's other big problem time to rear it's ugly head.

"Oi!" a young man, in his mid-twenties chirped from where he had been lurking for over ten minutes. "If she's bothering you, cutie," the man, who had introduced himself as 'Mark' grinned as he pointed at Jubilee, "I know a great place were I can get you some….well, _some._ And a little cash on the side, huh? Maybe enough to not shop at shit-stains like this."

"Shit-stain?" Jubilee retorted, "what, is that your nickname?"

"Come on," Mark replied as he edged his hand closer to Laura's side. "Everybody knows it's a total mutie town here. Over in Manhattan we-"

"And what's wrong with Mutants living here?" Jubilee snapped harshly, not willing to take any bullshit from some random guy, after witnessing a live gunfight that very morning.

"You are making me angry…" Laura said softly, "please stop…."

"See?" Mark chirped, "you're making my girl very upset!" He brought his hand up around Laura's shoulder, and turned her around. "It's no problem…I gotcha now-"

What happened next was a complete blur to Jubilee.

"-ANGRY!" In a flash, Laura's skin changed from a light peach colour to emerald green. Her once tiny, eighteen-year old frame bulged and convulsed as new muscles grew to immense sizes. Her jawline became more masculine as he clothes were ripped to shreds by her expanding frame. Jubilee gasped as 'Laura' raised a fist the size of a human head into the air, and swatted Mark with brutal force. He went flying into the wall as Jubilee sprinted away for her life. She ducked out into the main part of the mall as the ground began to quiver and quake. A brutal roar split the air as people began to run for cover from Laura's wrath.

However, Jubilee's efforts to evade her were unsuccessful, as Laura sprinted past her, before coming to a stop. She stared the firework-shooting mutant down with frightening intent. Now, more than ever, Jubilee was scared for her life. There was no one there who could protect her. No one to stop the beast. Not Logan. Not Jean. Not the professor. She was alone against a hulking brute three or four times her size.


	7. Time War

**Summary for the Chapter:**

> A fight to save the future! Two Captain Americas Team up!

**Twenty-Seven Years from now:**

"Run!" That was all that needed to be said, as explosions erupted all around them. The ground was caked with a fresh layer of soot, piling on so many before it. Their footsteps didn't even reach dirt anymore. It was all ashes. Like a thick layer of snow, everything was blanketed heavily. Captain America breathed out slowly, calming his mind even as he ran. He was somewhere in what used to be Toronto, Ontario. A city he sorely wished he could have visited while it was still in its prime. He wished he could have seen the glorious C.N Tower before it had toppled to the ground, crushing hundreds of innocent people.

But that was a whole lifetime ago. Things had changed. He had changed. He looked down at his attire, worn from the many years of battle it had seen. He wasn't even sure there was an original piece left anymore, save for the vibranium shield. His belt was from a police officer. His vest was stitched together from three different soldiers. His arms were clasped with some Wakandan warrior garb. His head was adorned with the last thing Tony Stark had ever made, in his mad bid to stop the apocalypse. Which, of course, had failed and led them all here. This city was one of the last safe havens for survivors, as their enemy never seemed to search in that particular spot. Not heavily, at least.

If Ultron knew he was there, none of them would stand a chance of doing what they had come here to do.

"No shit," were the words that followed a faint 'pop' sound that accompanied the rift in space-time created by his twenty-five year old Daughter, Stacey, who preferred to be called the name 'Blink'. From birth, even before the rise of Ultron, Blink had been abnormal. For one, she had been born with hot-pink skin, and eyes that glowed either light blue, or deep orange, depending on her mood. "Company's coming to take out that gun, sir." She gave him a wry smile as she lifted a hand into the air, showing off her other superpower, the ability to create 'knives' out of thin air. With a flick of her wrist, she sent it flying, straight into a nearby patrolling Sentinel, which he had not seen. "And watch your back. I'd hate to be an orphan."

"Good," Captain America replied as he hefted his shield in his off-hand. "Because we can't keep this charade up for too long. Everyone else here?" he asked, as two more stepped out of the portal she had created. The lght blinded him momentarily, but his eyes adjusted, revealing two of his oldest and most trusted allies, Kurt Wagner and Daniel Rand. Both were dressed in a manner similar to the father-daughter duo, with ruined, patched-together garb making up most of their wardrobe.

Over the years, Kurt's traditional blue fur had taken on a darker shade. And with the added fact that none of them had access to a shower, he appeared to be an almost brown colour. His tail had unfortunately been lost in one of the first battles with Ultron over ten years ago. He had been in the middle of preparing to teleport himself and Blink away, while Captain America and Spider-Woman drew the fire of Ultron's drones when a stray shot grazed him. Luckily, Blink's powers had manifested themselves at that point, and she pulled the three of them to safety. That day had proven to be both a blessing and a curse. True, Blink's abilities were a godsend in a dark time. But the loss of some of their greatest assets was a huge moral blow. Most of them had felt that the loss was too great to rebound from. Not even the fall of the entire United Nations, or the decimation of Brigadier General Phillip Coulson's special Anti-Ultron legion, compared to that.

For a man pushing seventy, Daniel Rand was in incredible shape. And that was most likely due to the rigorous terrain, and his previous life as a government agent. A rocket launcher was strapped to his back, possibly one of the last in the world. Two small-calibre side-arms were strapped to his side, with more accompanying ammunition. Rand was one of the pure Homo Sapiens to have survived the long war. A fact which had not been lost on him. Up until around nine years ago, he made cracks about Mutants in general. How this was their supposed 'perfect world'. However, one Mutant named Jean Grey, heard enough out of him, and used her powerful telepathic abilities on him. She permanently altered his outlook on life. Now, he was one of the Captain's most trusted allies in this unending war.

"I count six more sentinels on our left flank," Rand croaked as he slipped a round into his sidearm. "And thirteen on our right. And I'm willing to bet they'll call in backup," he grunted as canon-fire crashed to the ground, not far from their right. The Captain knew he was right. They had to move, and quickly. They would be able to meet up with their other allies on the other side of the crashed tower. "Your orders, Cap?" The Captin took a brief moment to process the words of his subordinate soldier. He ran through every scenario in his mind. Blink's teleportation powers weren't precise enough for his liking. She could very well miss their ark by a mile or more at that distance. And Kurt's powers were waning. In his more advanced age, they took more energy out of him. Energy which he would need for their plan to succeed.

"We hoof it," he growled as he spun out from cover. "Rand, watch our right. Blink, cover the left," he continued as he gave out deft hand signals to the members of his team. "Kurt, watch our six. Give a shout if anything spots us. Blink, have an escape route ready, understand?"

"Right!" they all said in unison, before breaking off into a jog. Over burnt-out cars and under a bridge they ran, keeping a close eye on their surroundings. Now, they could not afford to be caught off-guard. They needed their wits about them, if they were to survive the coming engagement. "Company, three o'clock!" Rand boasted as he fired off his weapon twice, hitting a destroyer-class drone ship with a marksman's precision. The ship fell from the sky, making more noise upon landing than the Captain would have liked. True, Ultron-prime would undoubtedly know of the loss of the ship, but the other units would have normally taken several minutes to perceive the information. That was the only real advantage they had over the achiness. They could anticipate movement, rather than follow pre-programed 'logical' subroutines. This had led to many successful ambushes on their part. But they could never attempt the same trap twice. The machines learned too quickly.

"Status?" Captain America snapped as he swept his eyes around looking for additional targets. Then, his heart sank. He could feel it in his bones. The very air seemed to hum and vibrate with power as hundreds of thousands of robotic warriors filled the sky. His heart skipped a few beats as he knew that Ultron-prime was most likely among them, waiting for the inevitable defeat of its greatest enemy.

"Dad!" Blink shouted, "I can-"

"No!" he snapped, "No, we're not close enough! Inches mater for what we're about to attem-"

"The Scarlet Witch attempted the very task you attempt at this very moment," the cold-as-steel voice of Ultron-prime said as it descended from the heaves, like an angel of death. The cyborg stood at seven and a half feet tall, dwarfing them all. Its outer shell was comprised of pure Vibranium, the same metal as his shield. "She failed. Do you truly believe that her daughter can succeed where she failed?"

"I do!" Captain America snapped, "into cover!" he said as he grabbed his daughter and Rand, and hauled them behind a half-wall. "We're half a kilometre from the-"

"Illogical," Ultron-prime responded in a hard, plain tone. "I alone possess enough firepower to destroy that structure. Surrender, and your deaths will be painless. This I promise you."

"Robots don't make promises," Blink snapped as she prepared a light-dagger, presumably to throw at Ultron's head.

"But I am not a robot," Ultron replied, with the slightest hint of it's version of a sneer. "I was originally a human female. Born Forty-Five years, six months and twelve days ago. My biological implants were grafted into my body Twenty-nine years, four months and three days ago." The Captain snorted, wondering why the killer machine, so devoid of human emotion, was even bothering to hold onto the fact that it was once human. As far as he was concerned, that human was long dead, she had died the day that her mind had been corrupted by a virus. "Before you are destroyed, do you, Stacey Marie-"

_CRACK!_

What remained of the nearest high-rise building fell to the ground, all around Ultron and its warriors. An energy shield formed around the centre unit, but the rest were crushed by the sheer weight of the building. Light enveloped the three living souls at the base of the building. Blink had managed to teleport them a short distance away. She collapsed against the wall, as the sudden effort had caught her unprepared. He turned to her, and gave a short, rare, warm smile that spoke volumes. Deep down, he hated the fact that his poor leadership had led to the death of both her mother and her childhood. Yet another reason why they were where they were. To rectify the past. To fight for the future.

"-Gah!" A body was thrown against a nearby wall. In an instant, Captain America recognized him as Erik Lensherr. Before the war, he had been a political crusader for Mutant rights, possessing the ability to control metal with his mind. Now, in the middle of the war, he was a fierce freedom fighter known to be working with an eight-foot tall goliath known only as 'Hulk'. Who he could make out hiding behind a car, giving him a 'come here' signal.

"Blink?" he said cautiously as he motioned towards his child, who nodded and allowed blue light to surround them, as well as the injured Lensherr. A half a second later, he was sitting right next to Hulk, who, like him, wore scraps of armour to protect her body. Thick slabs of titanium adorned her right shoulder, providing a makeshift shield if she twisted her body right. A heavy grenade launcher was in her other hand. He could tell that someone had modified it for her use, as it was way too unwieldy for anyone of normal size.

"Figured you'd be here," Hulk grunted in a surprisingly feminine tone of voice. "You're always in the middle of things. Like the original," she grinned as she tapped her fingers against the cover they were using. "How many are you?"

"Four," Captain America replied shortly. "We lost a few earlier this-"

"I know," Hulk said calmly, as she placed a hand on his shoulder. "I know. Warpath found their bodies a month ago. We gave them as best of a send-off as we could. A pyre," she finished firmly as something scraped against the rocks next to them, signalling the arrival of another party. Captain America recognized him as the Wolverine, a savage mutant with six metal claws housed in his forearms. "I assume you're here to do what Scarlet couldn't?"

"We are," Blink whispered.

"And I'm right in assuming you're using-" Wolverine said as he indicated to Kurt and Blink with one black gloved hand.

"Yes," Captain America replied shortly as he raised himself to a crouch. "And we need to get half a mile west in order to do it," he continued as he pointed to off in the distance, were the spot of interest was. As he did so, there was a screeching of metal, as Ultron-prime appeared from under the rubble, glowing with evil-looking red energy. It raised a forearm, and aimed a blast of red energy towards were they were hiding. At the last second, Hulk managed to throw herself in front of the beam, allowing her superhuman physiology to take the entire force of the blow. Her sacrifice gained them the precious seconds they needed to get moving. Blink was on her feet first. Then Captain America. And together, they helped the aging Nightcrawler up, ad into a brisk run. Now, there was no need for stealth. Ultron was already hot on their tail. Out of the corner of his eye, he could see Wolverine move to engage Ultron-prime briefly. All he managed to get in was a single long scratch before two drones grabbed him from either side, and sent him crashing into the ground. No confirmation of his fate was needed. Their enemy did not leave any survivors. The war had proven that fact long ago.

They continued to run, as fast as they could. Eventually, Captain America picked Nightcrawler up and hung him over his shoulder in a fireman's carry, in order to run faster. His heart was firing off like a jack-hammer as they ran. Because of the added crutch of Kurt's weight, he couldn't leap or slide under obstacles as easily, but Blink managed to compensate for that when needed. She would create portals for him to run through what remained of the walls of downtown Toronto. This allowed them to move much faster than before, and kept them one step ahead of Ultron-prime.

For a few minutes, at least.

KRA-KOOM! The metal juggernaut landed in front of them with a mighty crash that sent the two standing survivors to their feet. Ultron's metal body simmered with energy as it looked upwards, towards them. The ground crunched beneath it's feet as Captain America set Kurt down. He steeled himself as he prepared his shield for a deadly engagement. Which came promptly, stating with a beam of red energy, which the Captain slid underneath. He followed up with a powerful uppercut with his shield, attempting to stun the machine with his superior speed, as he had in the past.

This fight began to play out like his two previous engagements with the Cyborg. He landed a series of swift blows with his shield, with perfect timing. All of them penetrated the machine's defenses with ease, but that was not the issue. The issue was the fact that he never made a dent in the thick armour. His shield only made the slightest of scratches against it. And as usual, Ultron-prime responded by bringing both its metal hands down on his back. Or it tried to, at least. The Captain managed to step aside just in time, and used his leverage to send the mechanical monstrosity to the ground. He was about to use his shield to separate the head from the neck when Ultron-prime activated its thrusters, and flew off into the air, several metres above him.

"You continue to fight," Ultron said flatly. "Illogical. I estimate your chances of surviving the next three seconds to be five million to one." The mechanical being continued as it raised a hand, and fired another beam of red energy his way. There was no possible solution for him to use to avoid the strike, he knew that. But there was no need for him to think of one, because his daughter had his back. She created a portal directly in front of him at the last second, which absorbed the beam of deadly energy. A secondary portal opened up behind Ulltron, and out flew the beam at the speed of light.

"Go!" Blink shouted as Ultron recovered from the blow too fast. "I'll-" Blue smoke enveloped them both, as Kurt teleported them to safety. When they landed, the Captain realized they were in the exact location they needed to be. He spun around, to face the two members of his team. Kurt was kneeling over, with a spot of blood pouring out of the side of his mouth. The effort had taken a great chunk out fo him. Blink was beside him, trying to help him up.

"I…" Kurt muttered in a painful tone of voice.

"Dad," Blink said firmly, "there's no way he can-"

"We have to," Captain America replied shortly as he checked that the coast was clear. "Kurt you need to get up, we've got only a few seconds before-"

"Aye…" Kurt mumbled as he stumbled to his feet, barely conscious. "Aye…..get ready…." Blink shot the Captain a hard look, as if she was pleading him to stop. But there was no stopping, not now. Captain America could hear the sounds of battle not far away. Perhaps Daniel Rand and the remnants of Hulk's freedom fighters were being killed off. He just hoped that their sacrifice was not in vain. Blink sighed, seemingly understanding what he was thinking, and opened up another portal. And as Ultron-prime appeared in the corner of his vision, they jumped as blue smoke enveloped them again. His last thought was one of hope. Never before had they had such a chance of winning the war as they did now. They just had to try and not mess things up for the worse, which seemed to be impossible.

**The Present:**

Phil Couslon, Sub-director of the Howling Commandoes, was having a restless night. He had been attempting sleep for several hours to no avail. He had tried minimal exercises. He had tried drinking water. He had tried listening to calming music. He had tried reading. Nothing worked. His mind was still racing from everything he was dealing with internally. The return of Captain America, and the fallout that had caused. The death of a police officer. The Vampire Attack on New York, which had led to the nephew of the murdered officer gaining superpowers. The fact that two Succubus were running loose in the world. His team's recent debriefing, which included a headache-inducing discussion with Nick Fury and the revelation that there was a team of Mutant Vigilantes they needed to watch out for now. And the fact that they now had Hydra's number one assassin locked in their basement. It was enough to drive anyone crazy.

He walked into the bathroom and splashed cold water on his face. He needed to relax, but h just couldn't do it. Not with everything going through his brain a mile a minute. He truly felt like he was about to explode, from everything that had happened. He nearly hurled right then and there, with an unusual sense of sickness. When did it all begin to go so wrong? It could not possibly get any worse.

Apparently it could.

A bright, pinkish light enveloped the room, as a young woman seemingly appeared out of nowhere. She was extremely dirty, and wore clothes that reminded him of an apocalypse survivor. But that was far from her most peculiar feature. That belonged to her neon-pink skin, and glowing eyes. Not to mention the solid-light shard she held in one hand.

He did not hesitate to reach for the nearest weapon he could find, which was a handgun he had stashed under the sink. He spun around to face the woman, only to see her disappear down the hallway. He sprinted after her, but to no avail. She stepped into a literal hole in the air, and disappeared into nothing as he reached for the call button on the wall.

"All points, we've got an intruder!" he barked over the comms system. "Secure the hallways! Subject appears to be a mutant female! Consider her armed! I want her alive!"

xxx

She ran for her life. Nothing had gone according to plan for a long time, but this was completely unprecedented. They had planned on arriving during the day, which was clearly several hours from now. And they had also planned on arriving outside the facility, so as to avoid more suspicion than usual. However, that wasn't the case. As soon as Kurt had grabbed ahold of them, she had felt that something was off. The elder mutant was too tired from the brief skirmish with Ultron-prime to teleport normally. And what they had just done would have tired him in his prime. Her stomach churned t the possibilities as she created another worm-hole.

Now, instead of being in a dark hallway, she was in a surprisingly well-lit room. All four walls were white, and there was a single cot in one corner. And right in the centre of the room was a woman, who looked to be no older than she was. She had a short bob of brown curls, and looked impeccably like the famed 'Spider-Woman', who had died when Blink was still a child. But that was impossible, as that was more than fifteen years ago. There was no way that she would still look the same.

But she had no time to explore the issue any further. She had to find her father, and continue the plan as best they could. So, without another word, she opened up another portal, and continued her mad dash. This time, she came out into a courtyard. For the first time in a long time, she felt grass underneath her feet, and that was almost enough to distract her. It had been so long since the last time she had even seen the stuff, except for in the one photograph she had of herself and her parents sitting under a tree. That, she kept secure in a pocket close to her heart.

"Stop!" a rough male voice shouted, as a gunshot pinged close to her ear. In an instant, she knew that her assailant had intended to miss. But that he would not miss if she showed the slightest intent of being hostile. So, she turned on the spot as three bodies popped into view. None were wearing proper clothing. The tall, blonde man in the centre, who carried her father's shield wasn't even wearing a shirt. "Down on the ground!" the man, who was bald, with long scars running along the side of his face snapped. He raised his weapon, and fired as Blink managed to open up a portal in front of her, effectively deflecting the bullet so that it appeared behind her, and impacted into the wall.

"Identify yourself!" the original Captain America shouted as he raised his sidearm. "Now!"

"My name is Blink!" she stammered, genuinely fearing for her life. "You're not going to belive me, but I…."

"On the ground!" the bald, scarred man growled as he took a step forward. He reoriented his gun, and a second later, was knocked aside by a shield. Not by the one being wielded by the original Captain America, though. No, this shield's wielder and owner was standing on top of the wall behind her. With a simple motion, he grabbed his weapon as it sailed back to him, and leaped down. He placed himself between the armed Agents and his Daughter with clear intent.

"Who the hell are you supposed to be?" the scarred man growled.

"Captain America," her father replied shortly as he tightened his bod, ready to pounce. "The second one, at least. We've just travelled back twenty-seven years to prevent the apocalypse, Agent Rand," he continued as he straightened his back. To most, it would seem like he was in a relaxed position. But to Blink, he was in the perfect position to attack if necessary.

"How do we know you're telling the truth?" the man who Blink had caught in the bathroom barked.

"Because you've got no choice," her father responded in kind. "We need ech other's help to prevent what's coming. But," he continued as his tone changed slightly. "Daniel, I will have to kill you if you shoot at my daughter again. Are we clear?" he softened his voice by a great degree, so that only she could hear him. "stay back," he whispered in the mere second before a shield came whistling towards them. She wanted to act, but could not directly disobey her father's command. All she could really do was watch in amusement as her father snatched the original Captain America's shield out of mid-air. She smirked somewhat as he spun on the spot, and tossed it at a perfect angle, and knocked the weapons out of the hands of the Agents, without harming them in the slightest.

"You have our attention," the bathroom-man said as he dropped his hands to his sides. "But who are you? What is your real name? I need to know so that I can fully-"

"Actually, Mr. Coulson," her father said with a slight chuckle, "you already know my name. I've just….gotten a little older than you remember," he finished as he set his own shield down.

"Out with it, then," Coulson snapped.

"My name is Peter Parker. And we're here to prevent the apocalypse."

xxxxxxxx

"Explain." That was a simple enough of a command coming from the mouth of Phil Coulson. Yet it carried so much weight behind it. How could one easily sum up the events of such a terrible war? One which had cost _Billions_ of people's lives. The entire earth had been ransacked, overrun. It was and had been the most difficult trial humanity had ever faced. Which was why he was there, in the past. To try and divert the course of the future. For the better, hopefully.

Currently, they were standing in the conference room of the Howling Commandoes base of operations. All around him, computers blinked with their screens, showing off a wide variety of information. Most of which was irrelevant to him. Because during the war, he had to learn how to survive with what his body provided him. His eyes and ears where the only scanners he had, and his brain the only computer. A long table dominated the centre of the room, which he had his hands pressed against. Out of practice, Blink stood behind him, against the wall. Without him asking, she was ready to teleport them out of there in an instant. If things went south, then she could have them a mile away before any guns were drawn. Hopefully it wouldn't come to that, though. He fully intended to make it out of this conversation alive, without any hostilities.

"I have," Peter sighed as he rolled his shoulders, which had recently been freed of their worn garments. He had been rather quick to take up Coulson's offer of a replacement vest, and re-fitting his weapons with newer parts. He was thankful for that, at least. Because he knew just how difficult their upcoming task would be, even with top-of-the-line technology. His worn-out tools might not prove to be sufficient enough to do what was necessary. "Four years from now," he continued as he cleared his throat and straightened his back as best he could. "There will be an incident in Times Square. Janet Stark, the CEO of Stark industries who's-"

"A fuckin' mutie-lover," Agent Rand growled.

"-charitable actions earn her some enemies," Peter said, ignoring the man's comments to the best of his abilities. He had forgotten about how Rand used to be, before his mind was altered forcefully by Jean Grey. He sighed as he prepared himself to once again recount the turning point in the history of humanity. "Is shot in broad daylight. Through the heart. She died instantly….or will, possibly." The implications of time-travel boggled even his mind somewhat. Everything that he had experienced in the last twenty-seven years could be undone by his actions over the next few hours. As he looked towards his daughter, he knew that he had to really think about what he told people. Even the slightest deviation in history could lead to the unravelling of the few things he had cherished. "That did not sit well with one of her young….associates," he said with a small grimace, remembering the carnage from that day. "A young Mutant with the power to generate powerful explosions lost all control," he continued as he braced his hands across the table.

"And?" Coulson said in the ensuing silence.

"And an F.B.I agent intervened," Blink said with a start, as she ceased leaning against the wall. "So I've heard, anyways. Most of the data was lost afterwards. A-"

" _Stacey,"_ Peter said with a sharp tone, as he inched his head in her direction. "We talked about this. _I_ will give the briefing," he finished with a sap as he turned back towards Coulson and his people. Some of whom looked slightly shocked at the tone he had used. Others, like Rand, remained indifferent to their exchange. Which both irked and comforted him at the same time, as he noticed a small glance being exchanged between Coulson and Steve Rogers. He curled his lip slightly, amused about how they were trying to hide a subtle conversation from him while he talked. "The agent was well-connected," he said with a huff.

"How well connected?" Steve Rogers asked as he took a half a step forward.

"She knew a mid-level Commando," Peter replied sharply, as he jerked his head to the side slightly. "He had access to, and the ability to perform some…unethical surgeries. Cybernetic implants in her brain, to save what was left. Metal was grafted into her bone structure. Most of her skin was replaced with an adamantium polymer. Completely impenetrable to conventional weapons." He hung his head low, as he let his words sink into the minds of those around him. He hoped that they would at least be courteous enough to not press more questions than necessary. However, he was wrong.

"He created a weapon?" Coulson asked as he shook his head. "We let him create such a dangerous weapon? Something with impenetrable armour? That sounds like someth-"

"Someone," Blink replied as she folded her arms across her chest. _Damn it,_ Peter thought with a slight grimace, she had always been stubborn, like her parents. Not exactly one of the qualities he wished she would inherit. "Someone, not something," she clarified, in a rather defiant tone of voice.

"No," Peter snapped, "no, Ultron is a something. A cold, unfeeling machine. Any humanity that it had left died when _it_ slaughtered an entire fleet single-handedly." He could see Phil and the other agents exchanging looks of surprise at his words. He had tried his best to keep that little tidbit from them, but had now failed. Now it would best suit his needs to tell them what they asked for next.

"A fleet," Daniel Rand asked with a short tone. "An entire fleet. I find that extremely hard to believe. We alone have enough firepower to destroy any military instillation. And to repel all sorts of-"

"Fourteen Aircraft carriers," Peter clarified with a sigh. "Twenty Destroyers. Seventy Cruisers. One-Hundred and thirty-six smaller boats. All carrying over a thousand military personnel. Twenty-three managed to survive," He finished with a heave, remembering that day very well.

"Twenty-three ships…." A young Agent standing next to Coulson muttered under her breath. "Wow…."

"No," Blink said as she ran a hand through her neon-pink hair. "No, all the ships were destroyed. Twenty-three people managed to make it out alive, barely." More looks of shock crossed the faces of the Agents around them as she continued her recital of history….or the potential future. "NORAD H.Q., the Pentagon, Catterick Garrison…they all fell within a few days. We-" Peter cut her off with a small hand gesture as Steve Rogers stepped forward.

"That's impossible," Steve remarked simply. "Someone would have done something to put a dent in this…Ultron. Surely I would have-"

"You did," Peter snapped. "You and Spider-Woman got very close once. By detonating a nuclear warhead under its feet. Now," he pressed, hoping to move past the petty discussions they were having that delayed his true objective. Stopping Ultron's creation. That was what really mattered. He deliberately failed to mention how this was the death of two of the resistance's main leaders. How, after that, he struggled to keep everything they had stood for from falling apart. That had strained him to his core, the only thing that kept him from falling apart was his wife, who stood by his side the whole, time, up until her death at the hands of that emotionless mechanical _monster._

xxx

**Somewhere over the Atlantic Ocean:**

"Yes, your Highness," Colonel James Rhodes, the leader of Latveria's military forces said in a crisp tone. Currently, he was speaking with his country's monarch, Susan Von Doom. Rhodes was not a man easily intimidated. He was an experienced soldier, who could have bullets fly past his ear without flinching. A grenade could go off in the room he was in, and he would still be standing. He had seen many people die, many of them by his own hand. But he was scared of the woman he was speaking to. Very scared. There was something off-putting about her presence that made most men shake in their boots. Nevertheless, he had a duty to perform to his country, and that was why he was where he was. "Our scanners picked up the object as it entered our atmosphere. We are in-route to its last known location as we speak. You will have hourly updates," he finished with a crisp salute, customary for an officer to give if he was in the presence of the Royal family. Well, customary as long as one wanted to avoid having a blade drawn across their neck.

"Make sure you do," Von Doom replied coldly. "A close ally of ours was kind enough to supply the tools and means to re-build our soldiers, as evidenced by Mr. Stark's recovery. All we can do is repay him in kind," the Monarch said before winking off the screen, leaving Rhodes alone with his thoughts. He let out a gigantic sigh as he slumped backwards in the command chair.

Roughly six hours ago, their ships long-range scanners picked up an object in earth's upper atmosphere, heading towards them at a startling rate. They had tracked it to this location, and Rhodes' ship had been the first one available. As near as they could tell, the object had landed in the water, in the dead-centre of the ocean. Nearly impossible to get to, unless you had their advanced technology. Technology that they had thanks to their Queen's alliances with foreign powers.

Alliances with foreign powers that Rhodes did not trust at all. Not since hearing of their amoral practices and bloody history. And while he was a man of honour, who lived to serve his country, he knew that what was in the best interest of his country was not in their best interests. They would be abandoned like old technology, left to the wolves. Which was what led him to his own questionable alliance, which could get him killed if it were discovered. When no one was looking, he entered a series of numbers into an encrypted channel, sending it far away from his current location. He just hoped that it was all worth it, betraying his Queen to Phillip Coulson.

xxx

"I don't trust him," Rand said bluntly once the time-travelers had left the room.

"You don't trust anyone," May replied stiffly as she folded her arms across her chest.

"And I'm still alive," Rand retorted with a snap. "What does that tell you? There's something fishy about Cap 2.0 and his freakish Mutant daughter. Arrest them," he continued as he turned to face Phil Coulson, who looked as though he was deep in thought. Deeper than any thought Steve had ever seen him in. He looked like a man pondering a great many things, which did not come as a surprise to Steve. After all, the last time someone had arrived to this world by time-travel, things had not ended well at all. "Arrest and interrogate them. Put them in-" Coulson held up a hand, silencing the man, like he had so many times before that.

"We could do that," Coulson said plainly as he caressed the side of his cheek. "Or try to, at least. I doubt we'd be able to contain them both for very long. Given the field experience he might have amassed, and her ability to teleport them both away." Steve nodded, already having come to those conclusions himself. He also understood that his future self must have trusted the young man enough to give him the title of Captain America, and that spoke volumes alone.

"But I can't deny the feeling that their hiding something from us," May added in with a slight nod. "They're keeping something secret from us. Or he is, at least." Steve pondered that statement as well. In his experience, soldiers did not keep secrets from one another, not when they could affect the outcome of a battle, or a war. Soldiers did not fight for truth, or victory, but for the man on his left and the man on his right. The two thoughts about the future Captain America duked it out in his head, each trying to outdo the other. And they were both right, in a way.

"We could try asking his daughter," Steve offered, knowing that she was most likely the weaker link in the duo.

"I don't think she knows everything he knows," Rand replied stiffly, and with a shrug.

"No," May said as her faced relaxed, like she had come to a conclusion. "No, she doesn't know everything. But," she continued as she wheeled around to face Coulson. "But I noticed something odd. Blink referred to Ultron as a 'she'. _Unlike_ her father," the senior agent elaborated, as Steve began to wonder where she was heading. He did not have to wait very long to find out what she meant. "I'm guessing that he actually knew who Ultron was. Before-" A pinkish light briefly engulfed the room, and all present turned to see Blink standing there with a neutral expression. Steve expected some sort of reaction out of the woman, but not the one he got.

"Of course he knew her," Blink said with a slight shrug. "I've been thinking the same thing for a while. Little tidbits of information coming from all around. But he's the only one who knows the whole story," she said with a slight nod. "Future-cue ball here once told me about my Father before the war. A bit about his life, how one of his best friends became a cop. But…" The pink-haired girl sighed deeply. "Dan refused to tell me anything, after my Mom died. All he told me was that Ultron crossed that one line that _she_ should not have crossed." Brief silence engulfed the room, as Steve and the others pondered what the woman had just said. If it was true, then perhaps their future savior was not as stable as they had originally hoped him to be.

xxx

"I assume that you are the reason for all the commotion?" Marie Faglier, the woman he knew as Spider-Woman said from behind her cell 'door'. Only it wasn't much of a door. More like a force-field of pure energy. One which was completely impenetrable to any conventional means. Although he could think of several ways around it. And no doubt she could as well. He had known her well enough to know that if she was in a situation, nine times out of ten it was because she wanted to be in it. Which made her both a deadly adversary and a cunning ally. "That and the pink girl."

"You're correct, Marie," Peter smirked as he leaned up against one wall, facing her. It had been so long since he had last seen her. She looked very different. Her hair was much shorter, and her skin was much clearer. She was by no means his type of woman, given the circumstances. But he could clearly see why his predecessor had fallen head over heels for her. "I'm sorry if we woke you. We have come…far."

"Several years, I'd imagine," Marie replied simply, as she assumed a seated position, with her legs crossed out in front of her. "She must be a pretty powerful teleporter to get you back this far."

"She wasn't alone," Peter remarked solemnly. Coulson had been kind enough to search the grounds for Kurt. On the outside, he hoped that his friend had made the journey safely. But deep down, he already had known what they would find. His body was in the hangar, on top of their largest jet. No physical injuries were present on his body, which had lead Peter to the conclusion that Kurt's body had just given up. No heroic death for him. Just something as simple as a heart attack, combined with over-stress of his powers. Before this was all over, he wished to give a friend a proper send-off. Which Coulson had agreed to. "But she's one of the most useful. She takes after her mother."

"She's your Daughter, then?" Marie replied without the slightest hint of her true emotions. "Born a mutant, I suppose? Not that I'm against that, of course."

"Yes," Peter smirked as he fiddled with a small device in his pocket, which no one knew about. "Yes, she is my baby girl. But she's not exactly a mutant. Not human either, though," he said with a slight nod towards one of his mentors. The woman who had introduced him to his future wife. The woman who had taught him how to be a leader. The woman who had believed he would be a worthy successor to Captain America's title. He had owed her a lot, and had truly been devastated by her death, moreso than Captain America's. And he had respected the Captain, even when considering his violent history with the super-soldier. "More like an Inhuman. With a little bit of me in her, and a little bit of her mother."

"She seems like a special girl," Marie replied as she shut her eyes, giving the appearance of meditation. "You seem like a man trying to make a difficult decision. Am I right?"

"You are," Peter replied simply as he rested his body against one of the walls.

"And am I right in assuming that you hope to gleam some advice from me?" Marie asked without moving anything but her lips. "Because I'm afraid I will not be of much help otherwise. Given how I will be imprisoned for the foreseeable future." He chuckled, remembering that this was just how his mentor had been before her untimely incineration. Always stating truths with a hint of humor. They both knew that she could break out if she wanted, or that he could break her out. And if things went south, then he would do just that. He already had the means to over-ride their controls hidden in his person. And a few other tricks up his sleeve. All of which would come in handy in the next few hours. He knew that for certain.

"Some advice would be appreciated," he said with a slight nod as he reached inside his pocket, for one such device. He held it in his hand firmly but gently as he prepared to use it. He let out a small sigh as he broke the law, and placed the small device on the floor. He knew that she knew what he had done. He quietly turned on the spot, and left the room. The air was too heavy with emotion for him, he needed to get out of that situation. But he was not without his courtesy or purpose. The device, which he had left would undoubtedly help shape events to come. For the better, he hoped.

xxx

"What the hell is his problem?" Steve blurted as the two of them walked into the private room. "He is acting completely out of place! He constantly jeopardizes-". Steve was extremely irate, over the present situation. They had been given an opportunity to act, to save themselves from a man who had risked everything for the sake of the future. And Daniel Rand had the gall to act the way he did. To insult the future Captain America, to belittle the man's sacrifices, and to make such comments about the man's daughter. It as unbecoming of a soldier, in his opinion.

"I assume you refer to Rand's earlier little speech?" Coulson sighed as he rubbed his temples in his palms. "Give the man a break, Rogers. He's had a harder life than you know."

"No, sir." Steve replied defiantly, "I will not 'give' him a break. He is acting, and has always acted out of term. He frequently disobeys orders. He-"

"No," Coulson snapped as he brought his head up, and placed a single hand against the oak desk. "No, Rand is as dedicated of a soldier as you are. Maybe even more, at one point," Coulson continued as he moved around his desk, and sat behind it. "How much do you know about Daniel Rand, Steve?" The Super-soldier was surprised by the question, and caught off-guard by it. But he still retained enough sense to respond to the question.

"I know he takes certain pleasure in the pain of others," Steve said stiffly as he took a seat on the other side of Coulson's desk. He placed his hands in front of him, and continued, "his interrogation techniques tell me that much. As does his attitude in the field. He-"

"Have you ever seen him interrogate anyone other than Spider-Woman, who he knows well as Black Cat?" Coulson asked simply, with a raised eyebrow. Steve shook his head in response, as Coulson let out a small sigh. "And do you know their full history together?"

"No, sir," Steve replied with a slight shrug, "Only that she was the one who gave him those scars after he chased her down once, without any backup."

"And do you know why he was chasing her?" Coulson asked, and again, Steve shook his head. "Then, Captain, let me tell you a story…."

xxx

**Fifteen Years Ago:**

He smiled as he reached for the door-handle. It had been a long day, a long week for him. He was looking forward to coming home after all the hard work he had done. After all, one did not become one of the top-ranking close-quarters specialists in the Howling Commandoes easily, without sacrifice. Luckily, his family understood why he worked so hard, and were even proud of him.

Sure, he broke some protocols by telling them small details about his work, but his commanding officer seemed to be okay with it. After all, several months ago, Daniel had brought the man over to his house for a barbeque, and he had divulged more than he ever had. Old mission records, luckily no one had cared much, and they all shared a good laugh afterwards over a few drinks.

Yes, he had a good life. A decent job which he loved. A beautiful wife who he loved even more. And two wonderful daughters, who he cherished above all else. They lived in a lovely home in a good part of the city. Yes, everything in his life was really perfect.

Until he turned that handle.

That was when his life changed forever.

He knew it in an instant. There was a smell in the air. It felt wrong. Something was off about the mixture of silence and noise. The television was on, he could tell that much by the noise coming from the living room. The television was on, playing the ending theme song to one of Sophie's favourite shows. He knew that music off by heart. It had punctuated many of his fond memories. But now it would fill his deepest nightmares.

As would the sight of his eldest child lying down in a pool of her own blood. Execution-style. One bullet had penetrated the back of her skull. He spun on the spot, and rushed into Phoebe's room. He only needed one look to see the very same sight. This time it was over one of her schoolbooks. She had been studying for a chemistry test. She had wanted to be a scientist, and work in a lab. Now that would never happen.

His heart raced as he searched high and low for his wife. If she was home, she would not have left her children like this. She would still be there, perhaps hidden in some corner of the house, completely lost. He started with the basement. Maybe she was hiding down there? Behind the Christmas presents, or in the wine cellar. But there was no luck.

He tried the bathrooms next. First the one on the main floor, then the one next to the kitchen. He even braved the one in Sophie's bedroom, but with no more luck. He raced along the hallway, shouting her name coarsely. He needed to find her, before anything bad happened. He tried the kitchen, and the dining room. Nothing. Nothing, until a scream penetrated his ears.

His wife's scream. Followed by shouting. Two ore voices joined hers, coming from their bedroom. Daniel reached for his gun as he launched himself up the stairs. He would reach her in time, he knew that. He could save her. He had to save her. If he saved her, things might be alright. He crashed through the door, to reveal three bodies as a gunshot went off.

One of those bodies slumped to the floor in front of him, dead. Another, who was male, smiled wickedly as it made a beeline for the window. The female followed, as did Rand. He caught the shoulder of the male, who was holding the gun. However, the man moved with blinding speed and threw him off. But not before Rand could get a single round off, which struck the woman in the shoulder. Not a fatal blow, or even a serious one, but it got her attention. Momentarily, at least. The distraction was long enough for him to latch onto her as she tried to escape out of the window. They both tumbled to the ground in a heap as Rand brought his fist to bear in a fit of rage. He didn't care who she was, only that she had been responsible for his family's death. He wanted to pummel her face into the ground, and he attempted to do just that. Two strikes landed before she retaliated with a kick. But even in his blood-lusting rage, he anticipated the blow and parried it with brutal force.

He wrapped one hand around her throat, while the other kept her hands at bay. He started to strangle her as best he could. He wanted this woman dead. There was no law here. Only vengeance. Sweet, sweet vengeance.

"Why!" he growled as he pressed his hands deeper into her throat. "Why! Why me!" She flipped him around with a simple twist of her legs.

"Because you offended HYDRA," she replied plainly as she made a motion to escape.

"No!" he roared as he tackled her with force, "no, you don't get away that easy!" He struck her in the face, breaking her nose as police sirens blared in the distance. Someone must have called the police, due to the commotion. Not that they could stop him from murdering this woman right there on the lawn. It was just the two of them there in that moment. He rammed his fist into her stomach, while she responded with a powerful back-hand across his face, forcing him to let go as she rolled to her feet. At that moment, a police officer sprinted into view, with his gun raised.

"Stop!" the officer shouted towards the woman, as Daniel got to his feet, and raised his own weapon. "On the ground!"

"I can't do that, officer!" the woman snapped back, as she looked for an exit. However, there was none, as several unmarked Military vehicles showed up on the scene. Most likely sent by Daniel's commanding officer. "I _have_ to protect my family!" she shouted.

"And what about mine!" Daniel shouted as he barreled forward, disposing of his gun as he did so. He wouldn't need it. He would finish her off the old-fashioned way, with his bare hands. But something flashed across his eyes. A red streak. Everything went black after that. He did not move for hours. Days even. He was broken. All he could think about was revenge against the Black Cat. Nothing could distract him from that. Not his fellow Agents coming to see him. Not his mother-in-law sharing his tears with him. Not the police officer, who had escaped with only a broken arm, saying that he wouldn't rest until the woman was caught. Nothing. A deep pit formed in his stomach. That woman had killed everything he cared about. And he swore to do the same for her. He would destroy everything that she was, no matter how long it took.

xxx

"The program that corrupted Ultron is here," Peter said with a huff as he pointed to a map of Latveria. "Developed by the royal family, to ensure the safety of its borders. When Ultron attempted to hack their systems, the program took over. Making it into a killing machine," Peter finished as he zoomed in on the map of the city. He highlighted the palace, and the science wing in a deep red colour. Beside him, Coulson nodded in agreement. Either he understood what Peter was saying, or was trying to look like he did.

"Behind a hundred security barriers, and a thousand guards," Coulson noted idly as he scratched one of his shoulders.

"Those won't be a problem," Peter replied with a wave of his hand. "Blink can get us past them without an issue."

"The benefits of having a teleporter," Coulson remarked as he crossed his arms. "Not something I'm used to, I'm afraid. You'll have to brief me on their usage when you get back."

"When this is all over," Peter replied firmly as he straightened his back, and looked Coulson in the eye. "I want you to promise me you'll allow her to live the life _she_ chooses for herself." His expression was stoic and unmoving. He was dead serious. For too long her life had been in jeopardy, because he was unable to find a better way of doing things. Because of his failures. Now, she would have the chance to be really happy, and he would not have Coulson take that away from her. He would not have the light of his life being used as a tool, or a weapon. Not as a means to an end. She deserved better than that.

"We'll take care of her if you don't make it back," Coulson replied as he placed a hand on Peter's shoulder, in an attempt to comfort him. Not that it was needed, though. No, Peter had made his mind up some time ago about what would happen. Either he would change the world for the better, or not change it at all.

"I won't be coming back," he replied simply, before turning and starting to leave the room. At the last second, he spun around, and faced Coulson head-on. "Two other things;" Peter said quickly and quietly. "One, we'll need your prisoner in cell D-1," he stated with surety, as Colson gave him a weird look. "Her infiltration skills will be necessary for what we're doing."

"Rand won't agree to that," Coulson replied stiffly, "you know she-"

"Was present when his family was murdered," Peter said, cutting the older man off firmly. "I do. Which is why you'll be keeping him here. Along with everyone except Rogers," Peter continued with unrelenting authority. He was the one who held all the cards, after all. It was only right that he should be able to hand-pick the team. "Morse is a capable pilot, she can drop us off several kilometres from their borders. From there," he continued without pause, "we can reach the science wing undetected. Shouldn't take us any more than five hours. Six, if we encounter heavy opposition," he added in at the last minute.

"And your second request?" Coulson asked, unblinking. "What is it?"

"There's a young man," Peter replied stiffly. "In queens right now. He's angry about something that happened. Something you helped cover up," Peter continued as he took a step back towards Coulson. "I need you to help him. To put him on the right path. And to understand," he said as he produced a small device from his pocket. "Why he does what he does to the Captain. The current one," he added in with a small smirk. "This should help you a bit," he continued as he handed Coulson the small, round device, that was no bigger than his thumb. "And this is for my Daughter," he finished, as he handed him a second one, "for when she gets back. You might want to stay out of her way for a bit, though." Peter turned once more, and left the room.

That was the last time he would ever speak with Phil Coulson again….in a way, at least. He breathed in deeply as he steeled himself for one last operation. One last fight. Then it would all be over for him. And the world would be a much safer place for everyone in it.

xxx

It was several hours before they could get their jet off the ground. It had to be re-fueled and have minor repairs performed. Not that Peter really cared. He spent that time resting up, preparing himself for the mission ahead. Only once he had successfully armed himself did he board the jet, through the back hatch. He double-checked everything, from ammunition to infiltration gear. Everything was set for the mission. He set himself down into one of the seats that lined the hull of the jet, directly across from Spider-Woman, who gave him a sharp nod. They had sent Agent Rand on a milk-run mission while getting her out of her cage, so as to avoid any possible confrontation. Soon enough, they were in the air, making a beeline for Latveria.

"So," Spider-Woman quipped as she indicted in Steve Roger's direction, earning his attention. "Couldn't resist another date, could you?" She asked with a wry smile on her lips.

"My orders are to bring you back," Steve replied sharply, "dead or alive."

"Good luck with that, handsome," Marie replied as she leaned her head back. "Unfortunately, I've got to get to work in the morning. So no breakfast for two," she continued as the jet hit some minor turbulence. "I'm not supposed to tell you, Original Captain, but it involves our Greek-Mythology friends and the Roxxon Corporation. I didn't tell you that, though," she finished with a slight sigh as she turned her head to the side, somewhat to look out the small window.

"I've got this feeling of Déjà vu," Steve remarked as they passed through a thick cloud. "The last time I was in a plane like this, I was headed into the heart of enemy territory. At the end of the war," he added in with a slight shrug as the jet bucked slightly. "I don't miss the Anti-Air fire," he finished.

"That comes later," Marie replied with a shake of her head, "We'll most likely have to crash-land. You!" she said as she pointed to Blink, who was caught off-guard by the sudden statement. "How far can you jump us? If we have to bail out-"

"Pin-point accuracy if I can see where I'm going," Blink replied steadily. "If I can't, it's more of a crap-shoot. I could bring us to our objective. Or I could bring us over the ocean." She finished with a shrug, as Peter placed a hand on her shoulder for a degree of comfort. Maybe it would be the last he would give her in his life. More turbulence rocked the plane, as Peter noticed they had begun their descent.

xxx

"Sir," Agent May said as she stepped into the room, "we've got a priority-one hail coming in."

"Put it through," Coulson replied without thinking. He wished he hadn't. The screen in front of him was filled by the silhouette of a rather muscular man. He couldn't see any defining features, and Coulson knew that it was supposed to be that way. It unnerved him deeply to even look at the man. "I don't know who you are," Coulson snorted with frustration, attempting to hide his inherent fear of the man, "but now is not the best time for introductions. If-" The man raised a hand, cutting Coulson's words off effectively.

"This is a courtesy call, Phillip Coulson," the man in the shadows said in a cold as steel tone of voice. "I must say, I never foresaw this much potential in you when we first met. Sending a team into Latveria….very bold, I must say. Even if they are the best of the best." Coulson snapped out of his stupor long enough to come to a realization that those people had been sent to their deaths, unless he stopped it.

"May!" he snapped, "Get them on the line! Tell-!" Everything went dark in the room. And something told him that the rest of the base was the same. They had just lost all power, except to the one screen in front of him, with the man hidden in shadows behind it. Something told Coulson that he was the one who deprived their base of power. He was the one in charge at this very moment.

"I do not like to be interrupted, Mr. Coulson," the man on the screen said plainly. "I simply wish to be…forthcoming about my future endeavors, that is all. And to give you a chance to be at my side."

"And why do I get the feeling that your 'endeavors' involve something bad?" Coulson asked with a hard stare. "Something I want no part of?"

"You speak about doing bad things, Mr. Coulson," the man behind the desk said, as he leaned forward. "Well, let me list off some of your deeds, shall I? Murder. Trespassing. Obstruction of justice. Treason. And let us not forget the lie that surrounds Captain America's return," the man continued in his steely tone. "I just cannot imagine the pain that it causes my Grandson. Because of you," the man smiled, "he will never discover the identity of the man who killed the man who raised him. Can you live with that, Mr. Coulson?"

"I do what I have to," Coulson replied stiffly.

"As do I," the man behind the screen said, before he clicked it off.

xxx

"You weren't entirely forthcoming," Steve said as he walked down the ramp of the jet, which was parked several kilometres outside the borders of Latveria. From all the maps he had studied before the mission began, he understood that the country was very small, smaller than New York City. But its size betrayed its power. It held a good amount of wealth, as well as extreme military power. "About this 'Ultron' character," he clarified to his future counterpart.

"I told you everything you needed to know," Peter Parker replied as he hefted an assault rifle.

"But not everything _you_ know," Steve retorted as he grabbed his gear. "Do you remember the first time we met? Back when-"

"When Deacon Frost's goons had me?" Peter said as they were joined by the two women. "And they injected me with that super-juice?" The young-looking soldier continued as he began to trot forward, leading the way. "That's not something you forget."

"I seem to remember a young woman being with you on that day," Steve nodded as he fell into place beside Peter. "A cop's daughter with an excellent shot."

"And your point?" Peter replied stiffly as he skirted around a rather large log. Steve chuckled slightly as he followed suit. They passed a large boulder as Steve prepared a response to that.

"My point is that obviously she meant a lot to you," Steve said plainly, hoping that he didn't come off as abrasive. "You risked your life for her. Obviously you two were close. Close enough for you to perhaps risk certain surgeries-". Peter spun around on the spot, and nearly raised his weapon to Steve's throat. However, a slender hand reached his before it reached the holster. Marie had stepped in between them in the blink of an eye. There was an obvious bit of struggle between the two, each trying to overcome the other with pure strength. But in the end, Marie obviously managed to calm him down slightly, as his hands relaxed. Some words were obviously also exchanged, but Steve failed to hear them, as they were too quiet for him to hear. But he did not need to, he understood enough from their expressions.

"Down!" Blink cried, as the whirring of an overhead helicopter was heard. Steve threw himself under a rock. Out of the corner of his eye, he saw Peter grab his daughter and pull her under the cover of some trees. Marie dived under the rock next to Steve. There, pressed against one another, they waited. They waited for several long minutes for the helicopter to pass over their head. The space under the rock was too cramped for his liking, he could feel Marie's body pressed against his. He could feel her breath on the back of his neck. Once the danger had passed, he rolled out from cover, slowly. He got his bearing, as did the others, before trotting off back towards the city. They passed through a thick forest, with only minor difficulty.

The three of them who possessed enhancements had little difficulty surmounting the fallen trees and large rocks. Blink had a little more difficulty, but she managed alright. Obviously years of living in grueling situations had done wonders for her physique. She was able to keep up as well as any unenhanced soldier would have. They continued on like this for several hours, occasionally stopping to avoid movements of troops nearby. On one occasion, they had to incapacitate three soldiers who got a little too close to them. But other than that, there were no difficulties.

Four and a half hours after they landed, they reached the palace outer walls. They were at least twenty feet high, and they stretched on for about a mile. Too large for them to skip around. That really only left them with climbing it. Steve prepared himself for a long ascension, but that was not necessary, as Blink transported them to the very top in an instant. She gave a small wink as they all stepped out of the portal, and scanned the area. As did Steve, and they were fortunate to not be spotted by any guards as they ran for cover. They found some respite under a large statue, and that was were the orders were given.

"Spider-Woman," Peter hissed quietly, "take Blink and go to the science wing." He ordered with a quick wave of his hand. "Rogers, you head to the security control room. Take it off-line. Here's a map," he continued as he produced a small piece of paper. "Go as quiet as you can. I'll get their attention," he finished. And without another word, he broke cover, and printed off of the end of the building. The rest of them were left to their own devices. Steve gave the two women a nod as he examined the map he had been given. He did not tell either of them, but in the corner of the paper, a small thumb-drive was taped down. He guessed that its purpose was secret, and decided to keep it that way until he could review it in private.

"Meet back at the jet," he said with a nod, before making his own way down the side of the building they were on. He landed lightly, and darted over to a side-alley. There, he grabbed a thick robe-like garment, which he could see several locals wearing, off in the distance. He judged that it was big enough to cover his uniform, and slipped it on. After all, why not sneak past the guards by looking like an everyday citizen? They would not be looking for someone dressed as a local. And as long as he didn't speak, his cover would hold up well.

In half an hour, he managed to reach the main entrance to the palace, were several people dressed like where heading inside. He managed to avoid the guard's gaze, and eventually slipped away unnoticed from the group. He hugged the sides of the wall, as he made his way. All around him, he could see scientific marvels which defied his understanding. What looked like robotic knights stood in display cases in one hallway. And in an adjacent room, he could see a man with robotic limbs going through basic motions, as if he was still getting used to moving with them. Steve thought about taking out the man briefly, but thought better of it. There was no way to tell if security cameras watched the room, and the man was not an immediate threat. He decided to leave the man alone, and continued on his way towards the security control room.

That took him less time than he had anticipated. Less than an hour, by his account. He stood in the control room, surrounded by the guards he had just knocked out. He took one look at the screens in front of him, seeing that they covered a great portion of the facility. But not for long, as he drove his shield through them with extreme ease, before turning and making his way back to the outside.

xxx

"There's the science wing," Marie noted as she pointed to an adjacent room. "Intel says that the program and technology is in there," she continued as she tugged down her mask. "I hear six guards. I'll take four. You take two," she fiished as she crouched low.

"I can handle-" Blink began to say.

"I'm better," Marie replied shortly before crawling down the side of the wall, and entering the room quietly. Before any noticed, she swept out the legs from two guards, and drove her fist into the chest of a third. She whirled around to face the fourth as Blink literally 'popped' into the room and earned the attention of two of the remaining guards. In tandem, they drew and fired their handguns as Marie took out the fourth guard. Two pinpricks of light enveloped the bullets as they travelled along their paths, winking them out of existence briefly, and bringing them back into existence, this time heading towards the guards. Both men fell from their own shots in an instant. _A useful ability,_ Marie noted as she straightened her back, _definitely someone HYDRA shouldn't know about._

"Well that was easy," Blink remarked as she drew a small device out of her pack. Marie could tell it as an explosive as soon as it was planted on the main hard-drive. "Thirty seconds ought to do it," she said as she set the timer. Marie nodded in agreement, not looking forward to the part that came next. She had guessed Peter Parker's intent some time ago, after he had visited her in her cell. A part of her wished that she could go to his side, and help him in his mission, but she knew that was impossible. Either Peter was dead and there was nothing she could do, or he had overcome the impossible, and would be waiting for them at the jet. But as much as she hated to admit it, the latter was nearly impossible. All she could really do was drag his daughter back to safety. Absent-mindedly, she grasped the thumb-drive that he had left for her in the cell, hoping it contained what she thought it did.

She did not allow her thoughts to delay her for long, as she grabbed the young woman, and pulled her into the hallway. They back-tracked their steps after setting off the timer. Once the explosion went off, they disregarded all attempts at infiltration, and made a break for it. Several times, guards attempted to stop them, but they were quickly mowed down. Blink, without any prompt, sped up their journey by transporting them half a kilometre over open ground in the space of two seconds. Several times she did this, until they managed to reach the jet, in less than one-quarter of the time it had taken them the first time.

Not surprisingly, Captain America was already there, waiting for them in the cockpit of the plane. With one nod, he gave the signal for the pilot to take off. The ramp closed, and all hell began to break loose inside.

"No!" Blink bellowed, as she tried to push past Marie, to the pilot. "No! Not yet! We have to wait fo-"

"We can't," Steve cut in abruptly, "we can't wait. He's gone. Take off now, before they find us!"

"No!" Blink shouted as Marie grabbed her wrist, preventing her from striking the Captain, or the pilot. "No! Let go of me!" Something silvery and sharp dug into Marie's arm, but she did not let go. Her grip was too strong for the girl to break out of, try as she might. Blink twisted and turned as hard as she could. Eventually, Marie was forced to give her some leeway in her movements, fearing that the girl would hurt herself. She continued to fight for a good portion of the trip, before simply breaking down in silence. She slumped against the side of the plane, and wold not let anyone near her.

"That poor girl," Steve remarked softly, so that only Marie could hear him, "why would he leave her?"

"Because," Marie responded in kind, as a small tear began to make its way down her cheek. "Sometimes, being a parent means you have to make tough choices. Sometimes, you have to give up what you love most, for their own safety."

xxx

"I knew you'd come," a cold voice said from the other side of the room, as Peter entered. He didn't bother trying to sneak in, because this man would have heard him coming from a mile away. "I just expected it to be a younger version of yourself, Peter." The man continued as he swung around his chair, bringing his facial features to light. "I assume you and your little gang are here to put a stop to one of my projects?"

"They already have," Peter replied stiffly as he tightened his muscles, preparing to do what he had come here to do. " _Grandpa,"_ he scowled fiercely.

"So you know the truth," Eric Parker said as he got to his feet, and took several steps forward. "All of it, I presume?"

"About you taking the Red Skull's 'teachings' to heart?" Peter spat back with disgust. "About how you betrayed everything you once stood for? So that you could worship a madman?" He continued as he moved his hand closer to his side-arm, waiting for the perfect moment to shoot. "Yeah, I know about all of that. I know that your mad experiments nearly bring about the death of humankind."

"A necessary risk, I'm afraid," Eric replied calmly, as he folded his hands behind his back. "The war taught me all about those. Sacrificing lives for the greater good and all of that. Do what is necessary to ensure the survival of our race."

"Necessary risk," Peter muttered slowly, with a slight chuckle. "Does that help you sleep better at night? The knowledge that you've killed so many people, to try and protect us from something you can't even see coming?"

"Oh I can see it coming," Eric said as he began to pace in front of a large window. "Very clearly, I can see it coming. Or," he said as he turned on the spot, "should I say, 'them'?" He continued as he clapped his hands together. "The Kree Empire is coming, Peter. A fierce, warlike people they are. Red Skull tried to prepare us for them, and now I do the same. _That_ is why I created the Defenders, to protect us. But," he said with a sigh, "they were not enough. The government began to ask too many questions about my work. I had to look elsewhere. And I had to get rid of them, of course," He finished as he looked Peter dead in the eyes.

"But you didn't," Peter replied with a tilt of his head, "did you? Not all of them died."

"No," Eric said with a chuckle, "I kept my two favourites around as best I could. Both Spider-Woman and Captain Marvel have proven to be _extremely_ useful over the past two decades. But you knew that already. I assume you know-?"

"I do," Peter snapped back, as he counted down the seconds until he would strike. "I know what you did to force her to work for you. And I know what you did to his mind, to make him your obedient attack-dog." This was the chance he had been waiting for, Eric's back was turned, and Peter raised his arm, ready to kill the man.

However, that was not the case. Eric Parker raised a hand, and Peter felt himself being lifted into the air by an unseen force. Invisible bands wrapped around his arms and his legs, making it impossible to move. He could barely move his eyes, to look at his grandfather directly.

"Such a pity that you will not see things my way," Eric Parker said, with the slightest hint of remorse in his voice. "Farewell," he finished with a snap of his fingers. Fire engulfed Peter in an instant, burning away his flesh before it could regenerate, though not for lack of trying. If he had never been given his powers, the experience would have been far less painful. But, thanks to his healing abilities, the pain would linger for a few minutes longer, as his body fought a hopeless battle for self-preservation. In the last few seconds that he retained his vision, he saw his grandfather leave the room, without a second glance his way.

Then, everything ended for him. All that was left was a wisp of dust, and a scorched vibranium shield.


	8. The Spider, the Secret & The Sorceress

**Summary for the Chapter:**

> Something wicked this way comes......

Carol gulped deeply, as she looked at the message on her phone. It was from the people who had given her a more powerful brand of the _Norm_ drug. Of course, she knew who they really were, but preferred to not think of it that way. After all, she was just doing them a few small favours in order to have a normal life. Wouldn't anyone do the same thing in her situation? _Probably not,_ a little voice inside her head replied. _Most people would go straight to the authorities. Hell, Carol, you live with a police officer!_ She shuddered constantly as she thought about what her father would think about her ties to a known terrorist group. She wanted to talk to someone about it, but not him. He didn't know everything about her, about her mutant powers yet. Maybe she would tell him sometime. But not quite yet. She was unsure of how he would react.

No, she had someone else she would talk to. Someone who knew what it was like to be a mutant in hiding. _Though she's not exactly hiding her position on the subject now, is she?_ Carol thought with a slight smirk as she began to make her way up the marble steps that led the way to the New York headquarters of Stark Industries. People bustled around her, all of them in formal business attire. The sole exception were the few security guards. They wore uniforms that clearly displayed their position.

Though Carol noticed a large difference in the manner in which the people moved. Before, they had scuttled around like frightened insects, afraid that one wrong move would be their last. Now, though, they seemed to have a spring in their step. There were more smiles on their faces and the air was much friendlier. She was greeted by a kindly older gentleman at the main entrance, who scanned her bag as she entered. There was no issue, and she was allowed to go on her way without any further pause. Carol wound her way up a staircase, not wanting to be stuck in a crowded elevator, because those tended to make her nervous. And recent events had shown her that she didn't do so well when nervous.

She huffed a sigh when she reached the top floor, finding it to be completely empty. The entire floor was dedicated to Janet Stark, as well as her new assistant, so she assumed there would be no one there to bother them while they talked. What she didn't know was that she would be the _only_ one there. The floor was entirely deserted. One quick look at the itinerary on Janet's desk showed Carol that Janet was scheduled for a lunch meeting with the heads of various divisions of the company. _Well shit,_ Carol cursed herself internally, berating herself for not thinking to call ahead. The least she could have done was make sure Janet was available to talk about something important. She huffed as she slumped down into one of the luxurious arm-chairs that lined the office, contemplating what to do next.

The Black Cat, or Marie, as she preferred to be called by Carol, had instructed her to come to the Roxxon Power Corporation building that evening at nine. Carol was sure she would have been able to make that time if she was able to meet with Janet right then. But now, her window of opportunity was shrinking. It would take her an hour to reach the plant from here, and she had to check in at home before going there, or risk having an S.W.A.T team go after her. Decisions, decisions, decisions.

"Excuse me?" A quiet, well-mannered voice said from over her shoulder. Carol practically leaped to her feet at the sight of a young man with dark brown hair. He was dressed in a black suit, like everybody downstairs. He also appeared to be far younger than the rest of Janet's staff. Maybe even fresh out of High School. "Can I help you?" He asked as he set down several papers.

"I uh…" Carol said, completely flustered. Obviously, this was Janet's new assistant Kurt. She had told Carol a great deal about him, about his Mutation. About how she had found him as a baby, lying in a box on the street. Completely abandoned by his parents. The whole story had brought a few tears to Carol's eyes when she first heard it. _And it doesn't really help that he's extremely cute,_ Carol thought to herself as she supressed the urge to blush. "I'm um…I'm here to see Jan…Ms. Stark," she blurted uncomfortably, "I'm Carol…Danvers," she clarified, hoping that maybe she had been mentioned before.

"Yes, yes," Kurt replied with a slight stutter as his eyes flashed left to right. "Yes, I kn…Ms. Stark has mentioned you before," he continued with a nervous tone. "Do you have an appoint…no, no you don't! I'd never double-book her like that," his uneasy tone alleviated the pressure off of her shoulders. Especially as he began to mutter under his breath, " _fool of a Took! ..._ I just went full nerd in front of a hot…" He straightened his back so quickly and so rigidly that it looked like he might fly off into space. "I mean, I'm sorry," he said as he stuck out his hand politely. "Lemmie try that again. I'm Kurt, Ms. Stark's personal assistant," he finished with a dorky smile, which caused Carol to blush even more than before.

" _Do,"_ She replied with a smirk, " _or do not. There is no try,_ " she continued as she took his hand, and gave it a good shake. Stupidly, she ignored the butterflies in her stomach, which caused her concentration to slip slightly. This diverted her attention from keeping her powers in check, and a small surge of energy leaped out from the hand she was shaking with.

Fortunately, it didn't seem to burn him. But it did affect a device he was wearing on his wrist. A device Carol had heard about before. It was called an image-inducer, a semi-legal device which allowed one to conceal their identity via a very realistic-looking hologram. So instead of the very cute young man with dark brown hair, she was faced with a young man with dark blue fur. His eyes were completely yellow, and his ears were pointed, like an elf's. And most interestingly, he had what seemed to be a prehensile tail flicking beside his leg.

"I am so sorry-" Kurt said shakily as he turned around and began to walk away. His voice turned from dorky to depressed as Carol tried to catch up with him. "I-"

"Honestly," Carol shrugged in a kind tone, "you look…a lot better like that." Kurt's tail flickered hard as she spoke, telling her that he really had not been expecting her to say what she did. But she felt that she was being as honest as she could be. "The whole blue fur thing," she continued as he turned around to face her, "it's kinda unique. Much better than what I've got," she finished as she set her head to the side and smiled a little. She couldn't remember the last time she had actually discussed being a Mutant in front of someone who wasn't Janet Stark.

"Well I don't like it," Kurt replied sombrely, "the staring. The comments. That's why I wear this," he said as he pointed to the now-broken image-inducer. "Some of us have to hide ourselves more than others, and-"

"If I'm not careful," Carol said in a firm, but light tone of voice. "I could blow a hole in the side of this building. So, you wanna talk about hiding things?" Kurt blinked at this statement once, as she saw him try and comprehend what she had just said. She hoped that he wouldn't take it as her trying to one-up him in a pity party. She hoped that he would realize that she knew where he was coming from, and what the pain was like.

"I … I… I didn't mean," Kurt sputtered, as he looked around for a distraction. "I…Would you like to arrange a meeting with Ms. Stark? She has a rather busy schedule today and tomorrow. But Friday looks good," he said as he produced a small tablet, and began to type in a series of quick commands. "Ten-thirty, Eleven-fifteen, twelve-twenty and four-fifty are open, if you wish too-" Carol effectively silenced him by looking over his shoulder and nodding.

"Four-fifty," she said, with slight disappointment. "That works best for me," she said as she looked down at her watch, seeing that the time was ticking by faster than she had expected. Already, it was two o'clock in the afternoon. It was fortunate that she didn't have any classes to attend on afternoons, or she would have been in big trouble. More trouble than she was already in.

"Four-fifty then," Kurt said as he snapped the tablet off, and took three steps away, before turning back around. "But, I … I will need …. Need your cone… _phone_ number," Kurt babbled in a rather adorable way, "just in case things change?" She watched him shake his head in embarrassment as she produced her own phone, and smiled at him as she showed it to him.

"Although," Carol said with a raised eyebrow, "I'd better take yours as well." The look she received in return was absolutely priceless. Kurt looked like he was either about to break down into hysterics, or leap with joy. "I mean, how would I know it's you calling otherwise?"

"Here," Kurt said with a shaky voice as he produced a small business card, "here is-"

"No, no, no," Carol chuckled as she splayed her hands out in front of her. "No, _your_ number. Just in case," she paced slightly as she went ahead wither statement. "Just in case I need to call _you_ at an odd time. Like on a weekend," she reasoned with a shrug. "Or you need to call me when you're outside of the office. Something like that." She finished with a winning smile that was passed from her face to Kurt's, even as he wrote down the series of digits that would allow them to get in contact at any time. And as she left the building, she somehow felt better than she did when she went in. _No matter what,_ she realized as she walked through the streets of New York, _today has been a good day._ Her smile continued to linger as she twisted and turned through the streets. She passed some sights that were familiar to her, but many that were not, until she reached the subway. There, she boarded one and sat down in a nearly empty car. Only a homeless man and a drunk kept her company for about ten minutes. That changed when they came to the first stop, and a woman entered. She was way too well-dressed to be riding in that particular car, which gave Carol some suspicions.

Suspicions which grew when the woman sat down on the seat right next to her. At first, nothing was said. But then, once they reached the next stop, the other two passengers got up and left the car, leaving her along with the overly-dressed woman. They passed by another stop, and still the silence lingered. Carol was growing more uncomfortable by the minute. She had this suspicion that the woman wanted something from her. And she was uncertain about what exactly that was, until she finally spoke up.

"You took a _big_ risk doing that," the woman said in an icy tone, "Carol Jane Danvers."

"How-?" Carol replied, as she began to ready herself for a fight. She had no idea who this woman was, or what she wanted. But the fact that she knew her name was extremely unnerving. Quickly, she assessed her options. She considered herself to be in relatively good shape, and might be able to outrun this woman. However, there was nowhere to run too. By the time she opened the door to the next car, the older woman would catch up to her. Of course, Carol could fall back on her mutant powers, but that was still a big risk. She didn't know if she could direct them safely yet. She could wind up blowing up the whole tunnel if she wasn't careful.

"Did you _really_ think that the Black Cat was the only operative you would be working with?" The woman, who had a mane of silvery hair replied with a chuckle, as the train came to a stop. The woman simply got to her feet, and beckoned for Carol to follow. She didn't at first, and the woman sighed deeply to herself. "Do we have to do things the hard way, Miss Danvers? Because unlike the Cat, _I follow my orders to the letter,_ " her tone was clear enough. This woman meant business, and Carol huffed herself to her feet and followed her, not liking the way things had turned so sour all of a sudden.

xxx

Lorelei, the former student of Amora, sat quietly in the darkness. Her hands rested on her knees as she meditated. Nothing would seem off to a casual passer-by, save for the fact that she was hovering a foot off of the ground. Her clothes hung loosely off her frame, and her hair flowed freely down her back. She did not take notice of anything in the real world. Not the sound of the wind, nor the smell of the air. No, she was too focused on the spiritual plane of existence. For the longest time, ever since her sister had betrayed her, Lorelei had felt that there was something trying to call to her from beyond. And so, she was attempting to find the source of the call. Maybe that would lead her to some answers, and to her revenge against Amora.

She took in a deep breath as she felt her core become warm with the cackle of energy. This had become the norm over the past few weeks, and was yet another question she wanted answered. Why was her magic acting so differently now? She shook her head, clearing away her thoughts as she delved into the recesses of her mind, searching for that place were her mind touched another plane of existence. Light enveloped her as she began to race around all of reality. Colours flashed all around her, without any particular meaning at first. This continued on for what felt like hours. Just the flash of brilliant colours. But eventually, they did begin to take some form. At first, it was just shaped colours, but then sounds started to enter her ears. The sounds of people, large crowds of them. They were screaming, panicking even. Fireballs erupted all around them as they ran for cover. The ground shook, sending hundreds to their knees as the sky overhead darkened.

_A sign flashed before her mind's eye. Roxxon Power Corp. A massive fireball sprouted from the centre of that building, followed by the emergence of four figures. One was male, three were female. One of the females appeared to be much younger than the other two. But the youngest also glowed with yellow energy. She was the source of the explosion. But not the most dangerous of the three._

_A darkened city square appeared before her. Two men stared each other down, with hundreds looking on in awe and fear. One of the men gripped a round shield. The other carried a sharp sword and a murderous visage. He was the first to move. He stepped with an incredible pace as he raised his weapon, ready for the kill. They clashed with a flurry of movement, sword clashed against shield as a single female voice cried out in protest._

_Her sister, surrounded by nine glowing runes. She chanted in an ancient language, and the runes began to glow brighter as they swirled around her floating frame, faster and faster._

_A fiery silhouette engulfed an entire city. Long shadows where cast out over a small crew, who stood alone. They acted like a beacon of light. Instantly, she recognized herself among them, as well as the shield-wielding man and Peter Parker. There were more. A blue-skinned man with a tail, two older women, two younger, and a short man with long knives and a man dressed in red-and-gold armour. They seemed to stand taller than others. They braved the shadows that grew around them, even as demons sprang up from the ground to menace them._

_A golden shape flashed before her eyes. It took that of a human._

_"Not my son!" a woman's voice shouted hoarsely, protesting some horrible fate, "you bitch!"_

_The golden shape returned briefly._

_"Murderer!" a young man's voice growled._

_Again, the golden shape returned, this time giving her a 'come here' gesture._

Lorelei opened her eyes with a start, as the connection faded. She knew she had just seen the future, and that she should pay clear attention to what she had just been shown. She had a feeling that the 'golden shape' was the one trying to communicate with her. But without any further information, she would not be able to track that person, or being down. That would have to wait. For now, she could just act on the information she was given. And she knew she should not act alone. Her visions told her that, as well.

xxx

She looked up, and out the window. It was time for her to leave. This had been planned from the beginning, she knew it. The Peter Parker of the future had known she would leave before he demanded she join their suicide mission. And no doubt Hydra already knew she had a hand in infiltrating their base. That would have to be dealt with eventually, no doubt. Luckily her 'employer' was as arrogant as he was intelligent, and this allowed her certain leniencies in her allegiances. Of course, she could never risk going over to Phil Coulson's side completely, not yet. There was still too much Hydra could do to her son for that. She had learned that after they had ordered her to kill an innocent family, and she had refused.

Cletus had been more than willing to fulfill that order. And to relay her failings to top brass.

Marie looked around the cabin, at the two other occupants of the bay. Captain America paced back and forth, still clearly at odds with himself. That was too be expected. She was surprised that he hadn't suggested they wait needlessly for his future counterpart to return. That suggestion would have been more to comfort the man's pink-skinned daughter than actual practicality. They both knew that Peter Parker had failed in a suicide mission. And there was really nothing she could do to change that.

All she could do was go ahead with her plan, knowing that some things had turned out alright. Some things, at least. She unbuckled herself from the side, and straightened herself to a standing position. She earned a brief look of apprehension from Steve as she crossed the cabin. It was an earned one, to be sure. But still it unnerved her that there was still so much distrust between the two of them. Especially in light of what was coming in the near future.

"Your father," Marie said with the upmost sincerity as she placed a finger on Blink's chin, raising it up so that they could look one another in the eyes. It was at that point that she saw the silvery streaks running down the young woman's face. For some reason, they reminded her of rain on the armour of a tank. Perhaps that imagery was appropriate, as the young woman was as hardened as a weapon of war. Yet now, she was wounded, changed forever, but not broken. Marie knew she would be like her father, and her grandfather, but never her great-grandfather. No, never him. Comparing the two would be an insult. "Was a good man. He did something-".

"How would _you_ know?" Blink snapped in an extremely accusing tone. One which caused Marie to step back, partially out of fear of an attack. But more out of respect. She knew the younger woman needed her space, and Marie gave it to her. "You left him there to die. He set you free, and you just let him go on his suicide mission." Her tone was cold and unforgiving. It was harsh, but familiar. Marie knew all too well the pain she was experiencing. It was a maddening one, one which only time would quell.

"I know he made a hard choice," Marie said softly as she placed her hand on the girl's shoulder. "The most difficult choice a parent can make," Marie whispered as she rubbed her hand against the woman's exposed shoulder before straightening her back. "I hope we meet again," she said softly before turning her back completely, and facing Captain America. Who was still pacing, until he saw that she was looking right at him. She gracefully stepped towards him, and lowered her voice appropriately. "He gave you something before we left, didn't he?" she asked quietly. There was no need for Blink to hear what they were saying.

"He did," Steve replied shortly as he crossed his arms. "You sound like someone who's about to leave." That was a statement, not a question. As if he was accusing her of some sort of deception. A true accusation, of course. Exactly how many people she was deceiving currently was beyond count. But she wanted _him_ to know that sometimes, she told the truth. And that he could trust her.

"I am leaving," Marie sighed with a shrug, as she swished her hips to the side slightly. The immediate reaction from the Captain's eyes was noticeable. A fake smile cracked her lips as she took another, more seductive step forward. "In a few minutes, in fact," she cocked her head to the side, waiting for the man's delayed reaction. His befuddlement was adorable, endearing to her. The sheer amount of innocence in his look was charming beyond comprehension. It was nice to see such naivety in front of her, given all that she had experienced in the last two decades of her life.

"No," Steve replied surely as he shook off his stupor. "No, I'm taking you back to base." His confident tone slipped slightly, like a teenage boy going through puberty. But far more amusing.

"Are you?" Marie asked with a simple smirk, almost daring him to take action as she pressed her finger up against his chest. With a swift but subtle motion, she pushed him back three steps, so that he rested against the outer wall of the cabin. She pressed herself closer to him, so that she was within inches of his face. "Are you, Steve?" He didn't respond with words, only actions. He grabbed her arm and twisted it around. He slammed her into the side of the wall, thinking he had pinned her completely. But she had been expecting that. Marie planted her feet on the wall and pushed off, sending Steve stumbling backwards. He recovered more quickly than she had anticipated, and made a motion to grab her arms again. But she slammed her foot into his side, causing him to double-over. "As I said before, Captain," Mare said with a small bow as she made her way to the exit, "I don't work for Hydra. I just do what they tell me to," she finished before giving Blink one small nod, and turning the lever to open the door. With a simple motion, she leaped out of the side of the plane, and hurdled towards the ground. Currently, they were over the mainland. To her far right she could just make out the island of Manhattan. But that was only because of her incalculably superb vision, which was better than any test could measure.

She angled her body slightly, in order to both avoid an incoming flock of birds, and to slow her descent. She measured the distance to the ground in her head, and how long it should take her to reach it. Numbers ran through her head a mile a minute as she calculated for the exact moment when she should deploy the small wings hidden underneath her arms. They wouldn't allow her to actually fly, but rather glide down. And if she timed things right, she would land not far from her current destination. She counted down slowly, before reaching her desired distance and snapped her arms out to her sides. The force that battered her body was unbelievable, and surely would have absolutely destroyed anyone without the second-generation Super-Soldier serum in their veins. She struggled to keep her arms straight as she drove towards the earth at an incredible speed. To her far left, she could see the plane she had just jumped out of turn slightly, as it began its descent. She knew that there was no way they would be able to track her now.

xxx

Peter scratched his head as he dropped his bag at the door. It had been a long day indeed. Two tests, a physical exam and being assigned an essay were enough for even him to deal with, even without the added bonus of seeing 'wanted' adds everywhere, describing a local vigilante. Of course, those had been amusing to begin with. He had smirked when George Stacey went on-camera and said that he would do everything in his power to stop this 'crazy man' before he got himself hurt, or hurt someone else. He idly walked through the hall, eyeing the note from his Aunt, which said that she would be home much later than originally planned, that work had another shift pop up unexpectedly, and she decided to take it on short notice. Not that he really minded, of course. Already, he was seeing less and less of his Aunt as his secret life took up more and more of his time. Not to mention final exams were less than two months away, and he was trying to get any freelance work he could. A local newspaper had caught his eye, but after meeting with the very hot-headed boss, he decided against applying there for the moment. If things got tough, then he would go back to them.

Gwen had actually managed to find some decent employment at a local toy store, along with Mary-Jane. So that meant less time for her to spend helping him out, but he certainly understood. Maybe it was better off this way. After all, Gwen didn't exactly get along well with his new 'partner', Lorelei. And the feelings, it seemed, were mutual. Neither of them had been able to stay in a room together for more than a few minutes without insulting the other. Their arguments were headache-inducing.

On one hand, Gwen was his oldest friend.

On the other, Lorelei was the key to finding out why he had been experimented on.

"I hate my life right now," he muttered as he entered the kitchen with half-closed eyes. His stupor was so great, that he did not see the Succubus standing on the other side of the room, waiting for him until it was too late. He nearly fell to the floor in surprise. Both at her sudden appearance and unusual garb. She waltzed towards with a deadly air surrounding her. Almost like energy was literally flying off her rather exquisite body in sparks. Her skin had changed from its usual peach colour to a shade of white porcelain. She was also taller than he remembered her being in the past. Maybe by perhaps a half a foot. Red fabric covered her chest, and another hung around her waist. Gold trim was inlaid around both pieces of fabric, in intricate patterns that he couldn't quite follow without staring at inappropriate places. Which, ironically, her outfit seemed to invite. "Subtle," he remarked, regaining his composure as he did so.

"I find it easier to entice men dressed like this," Lorelei replied with a wave of her hand, as if she was completely bored out of her mind. "Your species, your gender, in particular, is so prone to becoming….what is the word…?" she continued in an almost mocking tone of voice as she paced around him in a complete circle. "Ah," she sighed, letting her hot breath travel down his spine. "Enamoured. Especially by one such as myself," she finished as she completed her final lap around him.

"You think I'm impressed?" Peter asked, trying to sound confident, but feeling that he failed miserably for some reason.

"I can see that a portion of you is impressed," Lorelei replied coldly as she wiped a wisp of hair out of her face, "by me, Peter Parker." _Well crap,_ he thought to himself as his mind raced over everything he had studied in the past few weeks about the mythological Succubus. Most of what he had found was erotic art and cosplay. He had to dig deeply in the school library to find older mythology texts. Those had proven to be somewhat useful, at least giving him consistent information. Although he couldn't be sure that what he learned was entirely reliable, it was better than nothing. What he had learned was that Succubus were an entirely female species who used some sort of magic. The key to their power was their strange ability to suck 'life-energy' from victims. The more that they took, the more powerful their magic became. And with more powerful magic, they could enthrall more victims. If his sources where to be believed, then it was an unending cycle, one which was almost enough for him to consider terminating their partnership.

Only his desire to learn more about what had happened to him kept him from doing so. _Gotta be more careful,_ he thought to himself as he tried to regain his composure.

"Is there a reason you're here?" Peter asked, hoping to distracter, as well as discover her intent.

"There is," Lorelei replied with an air of command. "I received a vision-"

"So you're seeing things?" Peter quipped as he raised an eyebrow. "Because that's just great. I-"

"I know what I saw," Lorelei snapped ferociously as she took a step forward. Something whipped at her hair as she forced him to back up. "I saw….," she began, before seemingly re-thinking what she wanted to say. She huffed slightly before continuing, "the answers we both seek. I may know where to find them. We can-"

"Can't you just go and 'make a wish?'" Peter replied flippantly as he tried to brush past her. He was still trying to get over the fact that she was in his home. That was an intrusion of privacy, in his mind. She could have contacted him somewhere else. Maybe somewhere less conspicuous. His train of thought was cut short, however, as a glowing red hand grabbed his throat, and spun him around. Lorelei had somehow changed her appearance in a split second. Gone were her humanlike features, and in their place was nothing short of a demon. Her skin was a blood-red colour. Her eyes were like black coal. Her clothing had all disappeared, and been replaced with stone-like black scales that gave her some modesty. Two bat-like wings were draping down from her back. It was a terrifying shape, truth be told.

" _I could crush you in an instant,"_ Lorelei growled, in a much deeper tone than he had expected. _"Do not mistake my being here for anything more than repaying a debt. You saved my life,"_ She continued as her grip tightened around his throat, and she lifted him off the ground by an inch. She pressed him against the wall as she continued, _"and now, I shall show you to those who did this to you. And then,"_ she snarled bitterly as she drew herself a few millimetres closer, _"we shall be done with one another. I-"_ The front door clicked open, and he heard the sound of rustling shoes, which told him that more than one person had just arrived. His heart skipped a beat as his Aunt entered the kitchen.

By a miraculous amount of fortune, Lorelei had the sense to re-assume her human guise before Aunt May saw anything.

"Oh good, you're here," Aunt May said as she kept her back turned to him, and deposited several bags on the table. "You got my, note, yes? I just wanted to drop off a few groceries before I started, I didn't realize that we were out of-" she stopped as she turned around, obviously not expecting there to be another person in the room with her nephew. She glanced from Peter to Lorelei, then back again for a few seconds, obviously processing things in her mind. "Oh! Dear, I didn't…" she said as she placed a hand over her heart, "I didn't know you were having company Peter! You should have warned me!" she let out a stark fit of laughter as another, even more unexpected body entered the room. That of Police Captain George Stacey, with yet another handful of groceries. His expression mirrored that of Aunt May's, somewhat. "George just happened to be there when the car broke down. He called the tow truck and gave me a hand with my bags," Aunt May finished rambling.

"Who are you, exactly?" Captain Stacey asked Lorelei, rather bluntly.

"She's…." Peter began, lamenting the fact that he was not a very good liar in uncomfortable situations.

" _I_ am his girlfriend," Lorelei replied with a calm demeanor. Peter almost did a double-take towards her, not sure how she intended to prove that statement if pushed any further. And based on Captain Stacey's expression, he intended to push things a lot further.

"Is that so?" Captain Stacey asked in a low tone of voice, as he set down the last of the bags on the table. "Well forgive me if-" Lorelei acted fast, much faster than Peter did. She grabbed him by the arms roughly and pressed her lips against his. Fire leaped down Peter's throat as her tongue invaded his mouth. He tensed up as her hands traced down his sides. And even once she broke the contact, he was still left flabbergasted and unable to speak properly. He blinked twice as he noticed how his Aunt was about to fall over, laughing. Presumably at his current expression. This was easily the most embarrassing thing to have happened to him in front of her in a very long time.

xxx

Peter slipped his way through the shadows, towards the pre-arranged meeting spot. It was later in the evening, well past nine o'clock, so there was little natural light. The only light he really had to worry about was the lights coming from passing cars. But those were easy enough to avoid, even in his distracted state. He still hadn't quite gotten over the events of that afternoon, when he had been so passionately kissed by Lorelei. Sure, it had been a ruse to explain why she was there. But the resulting conversation had nearly given him a headache. His Aunt had questioned them both extensively about how long they had known one another. Captain Stacy, on the other hand, looked at Lorelei disapprovingly before leaving.

But he tried his best to put that all behind him, and had made his way here, as per Lorelei's request. The journey hadn't been that difficult for him, given that his suit possessed two glider wings underneath his arms. So traffic definitely hadn't been a problem.

Less than an hour after leaving his house, he spotted Lorelei, standing in the shadows under a tree. She had changed her clothes once more, this time opting for a more conservative dress. While he didn't consider it to be very practical for moving around, he understood that she could do many things that he could never do. So she wouldn't be that much of a handicap. If anything, he would be her handicap.

"You are nearly late," Lorelei hissed.

"Well I can't teleport with a snap of my fingers," Peter shot back as he crouched low, wanting to avoid being seen by a casual passer-by. "So when does this place go 'boom'?" he asked as he flipped a pebble between his fingers. He was still somewhat unused to the feeling of the Kevlar fabric against his skin. "Or did you not get a date and a time?"

"I did not," Lorelei replied harshly as she stepped forward. "We will simply have to take turns watching this place from dusk until dawn," she continued as something caught Peter's attention. He saw three figures begin to make their way across the rooftop, with a surprising amount of speed and stealth. They hung low, obviously worried about being spotted by the security guard tower that loomed over them all. "I will-"

"There," Peter whispered as he spotted the three figures sprint across a partially lit area. They were each dressed in a different colour. One was wearing black, one was wearing blue, and the last was wearing muted grey. Obviously, they were up to no good. And he guessed tht they had something to do with whatever his temporary partner had foreseen. _Assuming, of course,_ he thought bitterly, _she actually saw the future, and isn't just leading me on a wild goose chase…..I really wish I'd talked this over with Gwen first._ He lamented the fact that his best friend had to work late that night, and hadn't even been able to respond to any of his texts before he left. "There, you see them?"

"I see them," Lorelei replied as a steady, reddish glow erupted from around her hands. "I shall kill them, one by one, until they-"

"Wouldn't it be better to see where they are going?" Peter cut in as he shifted his legs. He was not comfortable being paired up with someone who was so ready to kill other human beings. "When they're dead they can't tell us anything," he reasoned with a slight shrug. Fortunately, Lorelei saw his point of view, and the reddish light was replaced with a blueish one within seconds.

"Hold your breath," she said simply, as the blue light surrounded him entirely. In an instant, he was transported from their current hiding spot, to one on top of the Guard tower. There, he noted that they were completely hidden from the guard's sight, unless one happened to climb up onto the roof of one of the buildings. From their current position, they could see the three intruders in better light. Peter also noted another approaching from the far left of the compound.

Although his approach was much less subtle. This one did not try and avoid the guards. No, he looked as though he was actively trying to seek out the men. And kill them in cold blood. With his bare hands, no less. Peter watched as time and time again, this man snapped necks and broke bones as he carved a bloody path straight towards the other three.

"We split up," Peter remarked once the single intruder met up with the three. "You approach from the north, I will approach from the south." His partner did not reply, she merely disappeared into a whiff of blue energy. Now, he was left alone to his own devices.

xxx

"You _did_ tell her why we're here, correct?" the woman from the subway asked stiffly, after Carol had failed to answer a question she had been asked. _Well it's not exactly my fault!_ She fumed internally, as she glanced from one colourfully-dressed person to the next. _I wasn't exactly told I'd been enlisted as a part-time ninja. I feel like I've been running a marathon for the last few hours and I just need to stop and think!_ She had been given barely enough time to change her outfit, into the one with the 'Electro' label on it. And now, she was currently breaking into a secure facility with two people she didn't know, and one she didn't know if she could trust fully.

"No, Sable," Black Cat replied as she crossed her hands in front of her chest, "I planned on doing so right before we started. But you, for some reason, messed up with our rendezvous." Clearly Marie and 'Sable' did not like one another at all. That much was clear. But they both shared a slight fear of the only man who joined them. A man who they had so far only referred to as 'Cletus'. Carol, on the other hand, was downright terrified of this man. Everything, from the way he spoke to the way he looked at her, sent shivers down her spine. More and more, she was questioning her place there, among those people.

"Well, Cat," Sable replied with a flick of her silver hair, "The boss couldn't get in contact with you. He was afraid you had gone over," she smirked menacingly as she paced around the taller Black Cat. "So he called in his number-four agent to do the job." Sable finished with a hiss, further proving her distaste of the Black Cat.

"I didn't think he would stoop so low," Marie replied with a glare.

"Well he picked you, didn't he?" Cletus snarled as he produced a small knife from his back pocket. "I hate to interrupt this little chit-chat," he said as he pointed towards a brief speck of blue light. "But we're being watched." Carol didn't see a thing, but that may have been because she did not know what to look for. The others did, however, and she decided that it would be best to just tag alng with them, and not cause any trouble. She began to follow Marie as they sprinted towards a building, but Sable stopped her with a hand.

"I'll take the new recruit," she snapped as she pointed towards the centre of the entire compound. "To the objective. "Cassady will cover our left flank," Sable continued as she opened a door and roughly pushed Carol inside. "Cat, cover our right. Make sure no one follows us," she finished as she pulled a rifle from her back, and shut the door behind her. Carol let out a small yelp as Sable pushed the butt of her weapon into her back, causing her to stumble forward. They crossed several empty hallways before Carol had the guts to speak up.

"Were are you taking me?" She asked nervously.

"The main generator," Sable snorted as she looked from side to side. "The boss wants to see if you're really fit for the team," the older woman continued as they came to a large set of double-doors.

"What team?" Carol asked timidly.

"Our team," Sable snapped as she reached for the door's handle. "It's called Project: Superior Six. Six super-soldiers for the Bosses to send out on these suicide missions," the older woman continued as she pulled the doors open, revealing the room inside. The room contained a bright centre, which was dominated by a glowing tube, filled with what Carol could only describe as pure energy in its most primal form. "He seems to think there's more to what you can do. So go do your thing," Sable said as she jammed the butt of her rifle into Carol's back. Carol was unsure of herself. She knew she could absorb energy, as she had completely drained several batteries before, and took some energy right out of an electrical socket by accident once.

But this was something entirely different. She would never have imagined absorbing anything on this kind of scale, even in her wildest dreams. The sheer amount of concentration that she would require to keep it all in check would be astounding. And the potential fallout would be devastating, too say the least. She took one look back at the silver-haired Sable, who gave a sharp, commanding nod in return. And so, mustering her courage, knowing that someone thought she could do this safely, then maybe she could handle it. She took in a deep breath as she touched her hand to the outer wall of the central chamber.

And at that point, her life was changed forever. For better or worse, she did not know. But it she could never go back to the way she was before she had entered that room.

xxx

Lorelei walked through the man-made compound with confidence. There was no need for her to hide in the shadows, like Peter Parker did. She knew where the other humans where currently. They were out searching for _him,_ not her. They would never be able to find her. And if they did, she would kill them with ease. There was nothing any of them could do to thwart her. None of them could rival her in terms of power.

And so, she continued making her way along the compound, without a single care in the world. She was immortal, after all. She turned a corner, and smiled. There, right before her eyes with their back turned, was one of Hydra's soldiers. Lorelei remembered her as the Black Cat, the one who Amora had her impersonate on several occasions. This was too easy, All Lorelei had to do was raise her hand, and fire a blast of magical energy. And she did just that, ready to end the woman right then and there.

But something was off. Her attack went right through the woman, like she wasn't even there. And upon further inspection, Lorelei realised that the woman was not there. It was an illusion, brought on by a small device on the floor. Angered that she had been deceived, Lorelei spun around, ready for murder. A crate above her opened, and the real Black Cat leaped down faster than Lorelei could have anticipated. And before she could react, the Black Cat twisted her arms around, pinning Lorelei against the wall hard. So hard that she was unable to break free.

"This is nothing personal," Black Cat said calmly as she produced a small device from her back pocket. "Did you come here alone?" she asked, as Lorelei continued to struggle.

"Unhand me!" Lorelei spat bitterly as she tried to teleport herself away.

"I can't do that," Black Cat replied as she shoved the small device into Lorelei's back, making everything go dark for a few minutes. When the lights returned, she was in a brightly-lit room. A cylindrical column filled with cackling light dominated the centre of the room. A young woman stood with her hands against the column. Two older women, one of whom was the Black Cat, stood off to the side. They were clearly deep in argument about something. It took a few seconds for her hearing to return, and only then was she able to listen in on their conversation. And as per her predictions, their conversation was not a friendly one. Not that she really cared, as she would soon be free, and would punish them for their insolence. She huffed slightly as she prepared herself, summoning the energy she would need.

But something was wrong. She was unable to reach for her magic. Her breathing became more laboured, and was noticed by the silver-haired Hydra soldier.

"Well well well," the silver-haired soldier smirked as she stepped closer to Lorelei. "Look who woke up. Little Miss backstabber," she continued as she reached for a small knife in her belt. "How did you know about this little op? Magic?" Lorelei decided to bluff. Perhaps they didn't know she was unable to use her powers. And Amora had taught her long ago that fear was a powerful tool.

"Release me," she threatened darkly, "Or I shall destroy you. Little by-"

"No," the silver-haired soldier smiled, as she patted Lorelei's cheek mockingly. She drew Lorelei's attention to a small, round device on her neck. It was like a collar, and it hummed with electricity. "See, your sister gave us this, just in case," The soldier continued as she straightened her back. "It'll inhibit any of your mojo for as long as we desire. And the best part is," the soldier smirked as she roughly grabbed the collar with her bare hand. "Us baseline humans can touch it, no problem. Hell," she said as she motioned towards the Black Cat. "She could tear it off. If she wanted to," the silver-haired soldier finished as she looked up, back towards the young woman standing against the glowing column. Small specks of light reached out from the column, and into the young woman's body. It looked like she was actually draining the power core of the entire facility. Suddenly, Lorelei regretted her treatment of her partner, because now, there was no way he would come to her aid. If he was smart, then he would run as fast as he could. Because if she couldn't best even one of these people, there was no way he could best four.

xxx

He assessed the entire situation. Three hostiles were in the room, plus Lorelei, and one more hostile somewhere in the building. The only one he could not see was the murderer, which was a very bad thing. Peter knew that one was extremely dangerous. Possibly more dangerous than the others. And that was saying something, as he remembered how one of the figures, who had introduced herself to him multiple times as Black Cat, Spider-Woman and Black Widow, had once gone toe-to-toe with Captain America. And she had won that bout fairly easily, he recalled. He also remembered how she had so easily schooled him in a fistfight a few weeks back. So far, his odds did not look that great. They were abysmal, even. For a brief second, he thought about turning his back and running, but mentally slapped himself.

How could he call himself his Uncle Ben's adopted son if he just turned his back? If his Uncle had been there, he would have done something. He wouldn't just let the 'bad guys' get away with whatever they were doing. And neither would Peter. There had to be a solution, he knew it from the bottom of his heart. He estimated how long it would take him to take out the silver-haired soldier. Perhaps a few seconds, then he would have to rush over to Lorelei in the confusion, and try and figure out how to free her. According to what the woman had not-so-quietly said, he should be able to just break the collar in half. So, that would be the easiest way to go about things. But then, he would have to fight the Black Cat again, and would probably lose. That was the wrench in his plan. That, and being kicked in the back so hard that he fell from his perch and to the ground.

It was a fall of about fifteen feet, straight onto a concrete floor. It was a hard landing, and he tasted blood in his mouth. The fall had dislocated his jaw, but that was nothing worth worrying about. His healing abilities would sort it out in a few seconds. In the meantime, he had other concerns. Mainly, the approaching silver-haired soldier, and the one who had kicked him. Out of the corner of his eye, Peter saw the Black Cat take one look at him before grabbing the young woman in blue garb and pulling her towards the exit. There was some shouting between her and the silver-haired soldier, but Peter didn't pay them much attention. No, he was more focused on the one who had kicked him. A man dressed in red-and-black, with white slits where his eyes should be. He smirked as he leaped down from the ledge. Peter rolled out of the way, as a scythe-like weapon protruded itself from the man's arm, and tried to slice at his head. Only, it wasn't really a weapon, as Peter watched it retreat back into the murderer's arm.

"What the-?" Peter muttered out loud.

"You didn't think you were the only one with gifts," the red man smirked as he rolled his shoulders back. "Did you?" Peter was still confused, and that apparently showed through the mask that he was wearing. The man continued his smirk as another, more knife-like weapon formed in his hand, "I'm a mutant. A shape-shifter," he continued as he swiped his hands across Peter's vision. Peter, however, managed to duck underneath and deliver a kick to the man's stomach. "Only…wow, he never said you were strong too," the red man chuckled as he tried to get to his feet. "Makes sense, given your f-" A gunshot rang out, coming from the direction the silver-haired woman was. Peter turned to see her holding a rifle in her hands. And she was aiming right for his chest, not his head. Which seemed to be odd. If this woman was a trained soldier, then she would have gone for a headshot.

He didn't have time to think on that, though, as he re-assessed his situation, and made a break for the incapacitated Sorceress. On his way, he kicked the silver-haired woman away without breaking his stride. He used his momentum to carry him the rest of the way, and landed right next to Lorelei. He wrapped his hands around the collar and pulled, just as a spike drove into his left shoulder. The red soldier had stretched out his arm into three long points. Two of them had missed, but the third went deep into his muscle. That hurt like absolute hell.

The pain was enough to motivate him, however. His arm jerked, and that pulled the collar into two pieces. Electricity sparked briefly, as he tossed the pieces away. Lorelei coughed as Peter felt two more spikes enter his back. The red murderer laughed maniacally at his pain.

"Carnage!" The silver-haired soldier snapped, "Our orders are to-"

"I know our damn orders Sable," the red murderer, 'Carnage' snapped back aggressively as Peter turned, only to have another three spikes enter his stomach and ribs. If it weren't for his healing abilities, he knew he would already be dead several times over. "Doesn't mean I can't have a little fun with him first," he cackled, as Peter saw Lorelei get to her feet, still a little unsteady. He also saw 'Sable', the one with the gun, steady her weapon and aim for the Succubi.

"No!" Peter growled as he pushed himself in between the two, as the shot was fired. He felt the bullet bounce off of his arm as blue light enveloped him. Part of his back-brain realized that this was another of his partner's teleportation spells. Red lights flashed before hs eyes, before the world began to swirl. When he regained his focus, he was back in the base he had been given by his mysterious benefactor. He took in a deep breath, as he waited for his wounds to heal. They did, of course, as they always did. He slowly got to his feet, and took a look at the panting succubus beside him.

"I have…." She muttered, still short of breath. "Never felt so helpless before," she continued as she turned her head to face him. Her chest was heaving heavily, and a few beads of sweat were dripping down her face. "Why did you come back? You should have run," she asked slowly. "Why didn't you?"

"I should have," Peter quipped back, "but, that's not exactly who I am. I'm just a…what did you call me?" he mocked, "an enamour-able human being, right?" He chuckled tom himself as he lowered his head back down, very much ready for the whole day to be over.

xxx

Marie entered the room, grateful for the day and the mission being over. A lot of things had gone wrong for her over the past few days, and she was ready to begin with a fresh start. Hydra had supplied her with this suite several years ago, and it was her second-favourite. Her favourite had been the one which she had been forced to incinerate, due to the fact that Captain America followed her to it. Inside, she had lost some of her most prized possessions. But she had the foresight to not keep everything she cherished in one spot. She passed by the large, walk-in safe which those treasures were kept. She would visit them later, after she had washed away the grime from the last few days.

Or she would have, if there wasn't someone waiting for her already in the kitchen.

"Mr. Parker," she said briskly as she set down her weapons. She now had confirmation that Peter Parker had failed to kill his grandfather, given how the man was standing right there in front of her completely unscathed. She so wished it had ended differently. "I see you're alive and well."

"I am, Marie," Eric smiled as he took a step forward, "I have something for you. A gift, for you to hang on your wall," he said as he produced a round, flat object. She did not want to look at it. She already knew what it was before he tossed it to her. Reluctantly, she caught it with one hand, the blackened Shield that belonged to Captain America. The one the Peter Parker from the future had carried with him. The usual red, white and blue was scorched all along one side, telling her about a painful death. She set it down, not wanting anything to do with it as Eric Parker stepped beside her. "Do you like it?" he whispered into her ear.

"No," she hissed back.

"I think you do," Eric replied as he caressed her shoulder softly, "I really think you do."

"You are _sick_ ," Marie snapped as she stepped away from him, and crossed her arms in front of her chest. "No wonder Richard was so ashamed of you. He-"

"Careful," Eric Parker said as he raised a finger. "You know what will happen to-"

" _If_ you had the _balls_ to hurt my son," Marie growled darkly as she grabbed Parker's hand, ready to crush it on a whim, "you wouldn't live to see the next hour. Understand?" She finished, still maintaining her grip on the Scientist's hand.

"I wasn't talking about your son," Parker replied calmly. "No, no, I've got someone just as good to threaten."

"Really?" Marie chuckled as she released Eric's hand, leaving a small bruise on his wrist. "I don't believe you."

"Oh you will," Eric smiled with contempt. "We may have a new assignment for you soon. Or we may not," he shrugged as he began to step away. He stopped himself, however and turned back. "Just remember. Miss Danvers is in our sights. And we have just made sure she has enough energy within her body to level an entire city. Some food for thought," he finished as he gave a small nod in her direction before leaving.

Now, Marie was left to her own devices. Parker's words had been clear enough. She was free from her contract with Hydra. But she still could not indulge everything to Phil Coulson. Because if she did, and Hydra found out about it, then they would detonate a living bomb right in the heart of one of the world's most-populated cities. The civilian casualties would be over a million. She couldn't just let that happen. She sighed to herself, wondering why she had ever dreamed this moment would be perfect.

For the longest time, she had thought this moment would mean that she could go back to her son. That she could be the mother that she always wanted to be. Now, she knew that dream was as far away from her as it was eighteen years ago. Her hardships were just beginning.

As a small tear fell down her cheek, she felt into her pocket. There, she found the thumb-drive Peter Parker had given her back in her cell. She pulled it out, and went to her personal computer. Wiping her eyes as she slid it into the device, she watched as the now dead man's face appeared on the screen.

" _I know you have a busy life,"_ Captain America said simply, _"so I'll just tell you what you need to know, in case I fail. But first,"_ he commanded with a raised finger. " _I want you to promise me you will keep my Grandfather as far away from my Daughter as possible. She will be much safer with Coulson and Steve."_

"I promise," she mouthed, for sentiment's sake.

" _Good, I knew you would. Contained on this drive are the names of the individuals who will be key in stopping Hydra. Give them to the Captain, and no one else. And good luck. I know I can count on you to do what you have to. I know you've been doing that for a long time now, Marie."_

xxxxxxxx

She had been feeling weird for the past few days. Weird in two ways. One was good, the other was not so good. Ever since she had absorbed the power core of the Roxxon Power plant, something had felt off. It felt like her entire body was humming with energy. She felt an odd calm about her as she went about her normal life. She was so calm, because for the first time in a long time, her mutant abilities seemed to be in check. There was no need for her to constantly worry about exploding, she felt. _Hell,_ she thought to herself as she trudged through her afternoon classes, _I feel better than I have in a long time._ There were no flare-ups that came with her absorbing energy, as usual. And on top of that, she could actually feel a difference, especially when she was forced to participate in a game of basketball in P.E class.

The differences went unnoticed by most, but they were there. She let loose a bead of sweat, as she watched the other girl feint to the left. It was an obvious move, which Carol anticipated with surprising ease. She too, feinted, making her opponent believe that she had fallen for the bluff. But in reality, she was perfectly ready to catch the ball from mid-air. And she did so, winding her whole body up like a spring, before letting all that built-up potential energy loose into a single bound. Her opponent was taller than her by about a foot, so most assumed that Carol would fail, despite her efforts. And before today, she would have too. But her jump was higher than normal, and she hung in the air longer than she had before. It was like something was giving her a small boost. Not enough to make her fly, per say. But definitely enough for her to reach the orange orb and grab it out of the air. Out of the corner of her eye, she could see the entire team watching her, in awe.

She didn't like it. All the attention. It made her feel like something was wrong with her. And while some would say that there was, the attention unnerved her. She was quick to get out of that room, and into the change room. She only stopped to allow an insistent classmate to congratulate her on a spectacular game. After that, she ducked her way out, and slipped into an unused portion of the school. Only a handful of other students, less than five, where to be seen in the hundred metre long hallway. One was stoned, two where making out, and two more were playing some sort of card game. Perfect for her needs. None of them would admit they saw here, because she would have fodder to use against them if faculty became involved. She quietly opened her laptop, knowing she had a free period, and began to do her research.

She used a link that Jane had provided her with a long time ago, that would lead her to a hub of websites that were dedicated to helping people in her position. She quietly clicked on a series of links, which lead her to an article about Secondary Mutations. She had read about secondary mutations before, about how some Mutants went through an 'evolution' of their powers. There were numerous examples, all of them with fake names. She read an article written by a Doctor, who had developed a coat of blue fur as his secondary Mutation. And another report about a woman who gained diamond skin. She was worried that was what was going to happen to her. Would she wind up like Kurt had, with visible outward signs of being a Mutant? Or would she eventually evolve into something that couldn't be controlled?

All these thoughts and more pounded around in her mind, even as she got to her feet, noting how much time she had left before the bell rang. She took a quick glance to the side as she stepped out of the hallway, hoping nobody saw her. She was extremely fortunate that there were no 'Simon Williams' people at the school. At least none that she had met so far. A couple of them did look like they were jerks, though.

Carol's inner monologue stopped as her half-sister, Gwen Stacey, popped into view. Carol rubbed her temples, wondering why she had to have such a preppy half-sibling. Maybe it was the universe's way of showing her a perversion of herself. Someone with all of their quirks stepped up to the maximum. In Carol's mind, Gwen was smarter, wittier, sharper and more attractive than she ought to be. It was like an insult. Of course, it wasn't her fault.

"Hey, can you do me a favour?" Gwen asked, innocently enough as she fumbled with her many textbooks. Eventually, she pulled out a piece of paper from inside one of her many books, and handed it to Carol. "Give this to dad tonight, when you see him, please," she finished as she swept a strand of hair out of her face.

"Can't you just give it to him?" Carol replied with a huff. She had started to like her half-sister, but not to the point of being extremely close. They were still learning things about one another. And there was the one-and-a-half year age gap between them. Gwen smiled warmly before continuing.

"I've picked up an extra shift tonight," she said plainly, with a hint of remorse. Obviously, she wasn't enjoying her place of work as much as she let on. But that was most likely true for almost everyone, and Carol paid it little mind. She did have other things to worry about, after all.

"I'll take it," she sighed as she snatched the piece of paper from her hand. "But you owe me one."

"You mean one as in not telling him you didn't get home until after eleven last night?" Gwen said in a cheery tone as her eyes flickered over Gwen's shoulder. Her expression changed from one of pure cheek to one of mild annoyance. Carol cast a brief glance over her shoulder to see their next-door neighbour, Peter Parker, exchanging words with a tall golden-haired senior. And while Carol knew she wasn't nearly as smart as her half-sister, she could read her expression like a picture book. She was obviously jealous of the other woman. Before, Carol had incorrectly assumed that the two of them were fucking on the side. Now, she understood that there was perhaps just a hint of attraction coming from Gwen only. And that Parker was oblivious to it, or just didn't care. "I… I won't tell, don't you worry. Just don't go and do anything illegal, 'K?"

"Deal," Carol replied as she shifted her focus back to her current position in life. She checked her watch, noting how it was almost time for her next class. Them after that, she would be heading downtown for her scheduled appointment with Janet. Secretly though, she hoped that her assistant would be there with her. Though she would never tell anyone that in reality.

xxx

" _Oh shit, oh shit, oh shit, oh shit!"_ Jubilee huffed as she ran the parkour course of her life. As a talented gymnast, she was able to master the terrain better and easier than most. Her dyscalculia was non-existent here. She was like a chess-master, planning her moves three steps ahead. She eyed a nearby railing that she could use to slide down, even as she leaped on top of a bench and propelled herself into the air for a summersault.

As she twisted in the air, she brought one of her hands out to bear, just in time. Out of the corner of her eye, she could see Laura, in her hulking green brute form, charging towards her. The beast moved with a raging fury, which Jubilee intended to keep going and on her for as long as possible. Her experience told her that as long as the rage-filled monster kept her attention on one target, the cost of human life would be minimal. The problem was, Jubilee was that one target. And she had no idea how long she could keep this all up for. With a will of her thought, a wave of explosive light, which she had dubbed 'Plasmoids' sprang out from her outstretched hand and struck Laura's green-skinned face directly, further cementing the Hulk's concentration on the young Mutant. The Hulk reared back, seemingly in agony as the Plasmoids did their job, and temporarily blinded her.

Jubilee did not let herself savour that victory, however. No, she used that opportunity to concentrate on landing her rear end perfectly on the railing, as planned. Her momentum carried her perfectly, and she slid down at an astonishing rate. Three flights of stairs passed in the blink of an eye. She was not at all concerned with falling. She had done this many times before, at greater heights with more people around. As it was, most of the Mall had been cleared out by security officials. A few cops had shown up, but they had no idea what they were in for. Maybe, at best, they had been warned of an irate Mutant, not a monster straight out of a comic book.

Finally, she landed with near-perfect precision. She used her momentum, and rolled forward before coming up and breaking into a straight run. Behind her, she could hear the heavy footsteps of the Hulk slamming against the tiled floor. They sounded like the beating of a drum to her ears. And the heavy breathing was the chorus. She mentally prepared herself to use another aspect of her powers: her untapped ability to detonate matter. That trick had taken her years to master. Basically, it involved super-charging an object's particles with Plasmoid energy. Smaller objects would detonate within milliseconds, while larger ones had a timed delay. And much like a grenade, they exploded with varying levels of energy. If she wanted, she knew that she might be able to level a city block by charging up something the size of an office desk. Not that she would ever think about trying that, of course. She was too much of an X-woman for that. She would have to rely on smaller explosions, which would simply distract Hulk, and possibly slow her down long enough for Jubilee to form an actual plan, and not just keep running for her life.

She spotted a bench, which would serve her purposes nicely. She re-doubled her pace and counted down the seconds. At the last minute, Jubilee thrust her legs out in front of her, in a suicide slide. Very similar to the ones Baseball players used to reach home plate ahead of the ball. She passed under the bench with precision, and gently brushed her hand against it. Soon enough, the bench began to glow with pinkish-purple energy. She made sure to be fairly far from it when it exploded, in a ball of energy and splinters. A hundred of which embedded themselves in the Hulk's arm, earning a howl of pain from the beast.

She veered around a corner with a turn so sharp it defied logic. She placed one foot on the adjacent wall and pushed upwards, launching herself high enough in the air to catch her hands on a piece of framework. She pulled herself up with grace and agility. Internally, she thanked Logan for insisting she learn the basics of stealthy manoeuvres, because they saved her life right then and there. Below, not twenty feet from her, was the Hulk. 'It' searched high and low for its prey, who had blinded it in a flash of light. But Jubilee knew she would not be found for some time. She took this moment to collect her thoughts. She wanted to stay where she could see the Hulk, just in case she had to intervene again. But she couldn't keep up the pace she had been going at forever. Eventually, she would tire out. And when that happened, it would be game over for her. She let out a small huff as she considered her options.

First, she could try and lure Laura/Hulk into a trap. Perhaps bring the ceiling down on their heads with a well-placed explosion. But the major problem with that plan was the property damage. She couldn't risk bringing the whole roof down, because it was inevitable that there were still innocents inside. She couldn't stand the thought of accidentally killing someone, if she could help it. And then there was the fact that she didn't know if Hulk would be substantially injured by the trap. That left her with only one real option; she had to call the X-men. Sure, she would be given a stern talking-to from Scott Summers and Professor X. But that was nothing compared to winding up dead. So, slowly, she pulled out her phone from her pocket. Carefully, she pressed the first button.

Too bad she forgot the sound was on full volume. That single _Beep_ was echoed throughout the room she was in. And it was more than enough to gain her the attention of the green monster below. Jubilee's eyes went wide as the Hulk's eyes trailed upwards, and looked at her like a bear eyed fish. She barely managed to get out of the way of a gigantic green hand that was almost as large as her torso. She landed, perhaps a little harder than she would have liked, and broke into a dead run, as she continued to dial the numbers on her phone. Her movements were much more frantic than before. She was not free running as much. She concentrated more on dialling the numbers on her phone in the correct order.

The phone began to ring, as she leaped down a flight of steps. Knowing who she had called, she did not bother waiting for a proper response, once the other end of the line was answered.

"Jean I-" She blurted.

"We see the news," the older X-woman replied, as the Hulk roared violently. "Were are you and Laura? Our extraction team is-"

"Well that's a little complicated," Jubilee replied as she sprinted over a long table, which was destroyed shortly after she leaped off of it. Without breaking stride, she charged up the next table she passed with Plasmoid energy. She did the same with the next two that she passed, creating a series of three explosions that stopped the brute in its tracks for the moment. "I-"

"What's that noise?" Jean demanded from over the phone.

"Three tables just went boom," Jubilee remarked as she ducked into the next set of doors. "I swear I'll do community service if I have to, but-" She was cut off by a titanic sonic boom. It was so powerful that she was thrown to the ground, and all the nearby glass panels shattered. She felt her phone slip out of her hands as she skidded across the floor. Something cut across her left cheek as a huge, green foot crashed down several feet from her head. She looked up. The Hulk was standing over her, looking down with a vicious snarl on its face.

xxx

"Let's try again," Janet said calmly to the three other people in the room. One of whom was her assistant/semi-adopted son, Kurt Wagner. He was currently taking notes of their whole operation. Beside him stood Erik Lensherr, a brilliant Mutant Rights leader and gifted cybernetic genius, and Johnathan Ohnn, her go-to expert on obscure forms of energy. It had certainly been a long time since she had been in such strange company. The only thing stranger than the company she was currently keeping was the place and attire she was wearing. She clicked a button on a camera mounted to her back, and said, "this is test four of the _Winged Aerodynamic Specialized Protective suit_ ," she said with a huff.

"We have to come up with a better name for that," Lensherr remarked casually.

Currently, they were in the basement of one of the mansions her Parents passed down to her. It was an old, Nineteenth century building, but had been updated constantly. She hoped to one day turn it into a Mutant training centre, like the one Charles Xavier owned. Unfortunately, she saw the risks of having so many young mutants all in one place in a city like New York. There would inevitably be riots and break-ins. So, instead, she chose to dedicate it to research and development. She wanted to harness a Mutant's powers for the benefit of everyday people, as well as allow further fine-tuning for the Mutant themselves. Which was why she was wearing such a ridiculous suit.

One which was mainly comprised of a titanium mesh that was one-tenth the weight of regular titanium. The downside to that was how costly the suit was, which was why there was only one in existence. Also, the chemical processes they used to treat the outer layers of the metal turned the pieces on her chest, forearms and shins into a bright yellow colour. Instead of the black colour the mesh around her joints. Her hands were covered in a similar substance, but from the middle of her arm to her wrists were covered in thick bracelets. Inside each of these bracelets was a complex computer system that regulated the entire suit's electronic systems.

Extending from the bracelets were a set of gloves that reminded her of medieval gauntlets. These could be used to channel her bio-electrical blasts to greater effect. They were so powerful, they would be able to cut through weaker substances, such as sheet metal, in a matter of seconds. A controlled, continuous beam would be able to melt a hole in a stone wall with some measure of ease. She could also alter the blasts to better suit her needs by adjusting the filters in the gauntlets. So far, she was able to produce stunning blasts, incendiary blasts and illuminating blasts. She also could control her grow/shrink ability through the gauntlet much better than on her own. She was able to pin-point the size she wanted to a margin of less than five millimetres. That was the feature she was most proud of.

"Go," Ohnn said as he clicked his pen and readied his note-pad. Janet sucked in a deep breath of air as she keyed in a numeric sequence. Almost immediately, she felt the sensations that always donned on her when she shrunk down. She watched as the people around her grew taller and taller. Everything seemed to be getting larger, from her perspective. Once she stopped, she reached a height of less than an inch tall. She could feel the two thin membranes extending from her back. _Good,_ she told herself as she flexed them, making sure they both worked. They did, and within less than a minute, she was hovering right in front of Lensherr's eyes.

"Alright," she said in a voice that sounded loud to her, but might be perceived as a little more than a whisper to her companions. "I'm going to start the obstacle course," she said before zooming off to the left. Johnathan's voice boomed after her, giving an instruction that she didn't quite hear. One of the features of the next suit would definitely have to be some sort of audio equipment. That would definitely come in very handy. She narrowed her eyes as she spotted the course in front of her. It was a series of moving rings, designed to test her maneuvering capabilities while wearing the suit. In the last attempt, she had crashed hard into the edge of the final ring, because of a computer error that caused it to jerk out of control.

This time, however, she was completely on her game. Her precision was uncanny and perfect. She dove and rolled with expert timing. It was almost as if the whole thing was pre-planned. She knew that her companions would be amazed as they watched the footage that was coming from the camera strapped to her back. After executing a perfect barrel-roll, she hit the button on her forearm that would allow her to return to a normal size. "How'd I do?" she asked as she ran a hand through her hair, and something on Kurt's tablet beeped.

"Three seconds faster than your record," Ohnn replied as he clapped a hand onto her armoured shoulder.

"Good," Erik said as he rubbed his palms together. "The test results should be in tomorrow. I can send them to you through Mr. Wagner and…" he was cut off by an audible gasp coming from Kurt's direction. The young Mutant was looking from his tablet, then to his watch, then back to his Tablet. Obviously, he thought something was wrong. A lump seemed to form in his throat as he clicked his teeth together.

"I'm so sorry, Ms. Stark," Kurt said, in an apologetic tone of voice. "But…but ah, I forgot to ment… You have an appointment in ten minutes!" Since he was not currently using his Image-inducer, she could see his prehensile tail swishing back and forth rapidly. He only ever did that when he was nervous. It was rather endearing, truth be told.

"With who?" Janet asked with a slight shrug. "I don't recall having anything booked-"

"This wasn't really _on_ the books," Kurt replied as he flicked his tail once more.

"Oh?" Janet asked.

"It was with one Miss Danvers," Kurt continued, nearly choking on Carol's name. Which told her a lot, actually, because she had known him for so long. He was embarrassed that he had forgotten something, he had conversed with Carol directly, and had struck things off well with her, she assumed. Janet had always imagined how the two of them would interact. It was a shame that she had not been there to see things firsthand. "I…I can call her and see if-"

"Have a driver bring her here," Janet replied as she leaned against the wall, thinking it would be a good idea to introduce Carol to the technology she was creating down under the place her parents had given her. She always thought that Carol's Mutant powers would translate well into one of her projects. For a while, she had some ideas about how to properly harness her powers for the greater good. Not that that was the reason she had befriended the young woman, of course. She wasn't like that at all. "And of course you'd love to call her," Janet teased, waiting to see what his reaction would be. Of course, it was as much of a blush as one with blue fur could manage.

xxx

She couldn't move. She was dangling upside-down, being held up by the massive monster. Of course, her arms were free, but that didn't do her any good. If she took any sort of action against the Hulk, she would surely be killed in an instant. All she really could do was try and worm her way out of its grasp. And given how iron-tight the hold was, there was no way she was getting out of her situation quickly. Off to the side, she could hear Jean, calling her name over the cell phone. Before she had been lifted into the air, Jubilee had heard something about 'three minutes', but that wouldn't do her any good right then and there.

" _HULK….SMASH…..YOU…._ " Those words were laboured, pained even. They were the first sign that there was even a shred of humanity behind those monstrous green eyes. Maybe there was some hope for Laura in there. Perhaps she could be reasoned with, if she was calmed down enough.

"No," Jubilee panted as she shook her head, "no, I don't think you will. I-" Something moved to her left. Out of the corner of her eye, she saw the doors to the outside thrust themselves open. The wind howled like a miniature hurricane. And all of it blew in their direction. The force was so powerful that Hulk dropped Jubilee and raised an arm, in an attempt to block the wind from her face. Half-knowing who she had to thank, Jubilee rolled to the side deftly, and taking some manner of refuge behind an overturned food stand as four more people entered the room. The cart which she had decided to hide behind began to move, ever so slightly as the winds began to overcome the friction it had on the floor.

She didn't have to wait for long, however. A beam of pure lightning struck the Hulk dead-on, as the winds stopped. This was her chance, she rolled out from cover and sprinted towards her rescuers. Chief among them being the weather-controlling Ororo Monroe and Jean Grey. Beside the two of them stood the metallic mutant Colossus, and the leader of the X-men, Cyclops. All four of them had their attention trained on the Hulk, and paid Jubilee little attention, even as she darted towards them as fast as her feet would carry her. She leaped over a fallen table as Jean finally took notice of her.

"Where's Laura?" she demanded as Scott fired off an optic blast, which struck the Hulk dead-centre in the chest. The beast stumbled backwards under the force of the blow as Colossus moved to engage it in close range. "Where is-" Jean began to shout, louder this time.

"That _is_ Laura," Jubilee corrected, as she pointed to the pile of green muscle and metal limbs that was fighting in the centre of the food court. Colossus was strong, easily the strongest member of the X-men in terms of brute strength. But it was clear that he was going to lose this battle in the long run. They had maybe a matter of minutes before the enormous green rage monster was set loose on them. "She….I don't know _how_ that happened exactly but-"

" _DOWN!"_ Scott shouted as he leaped out of the way. Jubilee felt herself being tossed through the air by Jean's telekinesis. She landed a few feet from where the redheaded woman was. To her far left, she saw Colossus being tossed into a wall, completely unconscious for the time being. Jubilee, along with the three older X-men, got to their feet in a hurry, as the brute turned to face them. Hulk grinned in a menacing manner as it raised two titanic fists into the air, ready for the killing blow. She watched as Hulk tensed up its muscles, and prepared to strike, only to fail. Hulk began to struggle, as if it was being held back by something. Jubilee looked slightly to her left, and could see that there was something holding it back. Jean was using her vast telepathy to hold it back. Both of their faces contorted, and they began to sweat in this contest of muscle versus mind.

"I…..can't…..keep…" Jean panted heavily. Acting on pure instinct, Jubilee did what she had done before, and fired off a blast of fireworks into the Hulk's eyes. Simultaneously, Ororo and Scott used their mutant gifts to knock the beast back across the cafeteria, and into a wall. Using their only chance, Jean go to her feet and rushed over to the Hulk's side. She placed her hand on the beast's temple, and closed her eyes. The remaining X-men could do nothing but look on and wait, save for Scott, who glared right at Jubilee fiercely. Something told her she was about to get a stern talking to from the X-men's field leader. And she was right. Very right.

" _You_ broke curfew," Scott snarled as he cross the distance between them, and grabbed Jubilee by the neck of her shirt. " _You_ put _lives_ in danger, missy," he said, as Hulk's entire body rippled. "And I-"

"Scott," Ororo said in a commanding tone of voice, earning his full, undivided attention. " _She_ saved lives tonight. If anything she deserves a reward, not punishment." There was clearly a spark of defiance in her eyes, which made Jubilee wonder if there was more to the story of why Ororo, one of her favourite teachers at the school, had left. Her air of command almost exceeded Scott's and they both knew it. While Scott was a brilliant tactician and field leader, Ororo had more respect from the school community at large. She was perhaps elevated to the same status as jean and the Professor by most, if not all of the student's and X-men alike.

"Almost…" Jean muttered, still keeping her eyes closed, deep in concentration. Again, the Hulk's entire body rippled and shook. Clearly she was doing something to Laura's mind. "Almost…"

"Jean, we have to leave," Scott commanded of his ex-fiancé, "now. Or we'll-"

"Scott I'm concentrating," Jean snapped back, still not opening her eyes. In the distance, Jubilee could hear more sirens blaring. More police, better armed police, would be there within minutes. For the first time in a long time, she found herself agreeing with Scott Summers, they had to leave before it was too late. "Just…need…a….second…" Jean continued, possibly oblivious to their current predicament. The youngest X-man there glanced back and forth between the white-haired weather goddess and the Optical X-man. Both of whom were still in the middle of their intense stare-down. One which she knew would continue long after they got out of their current situation. _If_ they got out. "Done!" she proclaimed.

"Warren," Scott said, as he spoke into a small device in his hand. "Bring the jet around. Heavy-lifting."

" _Aye sir,_ " Warren Worthington, the final member of the team replied over the com, as the heavy rumble of jet engines could be heard overhead. In less than three minutes, the X-men disappeared into thin air, like they had never existed.

xxx

Carol walked down the empty halls of the mansion. She had arrived at Stark Tower forty minutes ago, and had promptly been told to get in a car. A short while later, she had received a call from Kurt, who had explained his mix-up. She had simply thanked him for his sincerity and told him that she was on her way in the provided vehicle. Now, she was lost again. She had been told to go to the bottom floor of the basement, where Janet was supposedly running some sort of tests on new equipment. That told her that there might be others present, and Carol wasn't so sure how she would be able to confide in the older woman if that was the case. She didn't necessarily feel comfortable about sharing such minute details about her life with complete strangers. Hopefully she would be able to separate Janet from the 'crowd', which she could clearly see as she entered large room filled with various machines.

The first thing that caught her eye was Janet Stark herself. Or, more accurately, her strange choice of clothing. To her, it looked like a modernized version of what a Medieval Knight would wear. But slightly more feminine. The two main colours of the suit were black and gold. The hard plates on Janet's chest, shins and forearms were gold, and sparked with blue electricity. Meanwhile, the black portions seemed to be made of a more flexible material. The whole thing still reflected light like a new car. Beads of sweat were running down the older woman's face, telling Carol she had been working out.

"What's going on?" Janet half-panted as she leaned up against the wall. "You don't just 'call' me for nothing usually." Carol's eyes flickered to the side, towards the two unfamiliar men standing near Kurt. She still wasn't sure she wanted to talk about her situation to them. "Oh, right," Janet said as she slapped her forehead with her open palm. "Carol, meet Doctor Johnathan Ohnn, one of the smartest men to work for me, and Mr. Erik Lensherr. He runs the-"

"He runs all the local Mutant outreach programs," Carol said weakly as she wiped her hands together.

"Uh…" Janet said, as she shook her head in somewhat disbelief. "Oh, I didn't know you knew…anyway," she continued, as she assumed a more business-appropriate tone of voice. She straightened her back firmly, and ran a hand through her hair. "Is there-"

"Excuse me," Ohnn, the scientist to Carol's left said as something in his hand beeped. "I'm picking up a strong reading of radiation. Just want to make sure the suit isn't leaking." He continued as he walked in between Carol and Janet. He pulled out a small device from his pocket and ran it over sections of her suit. The beeping sound grew as he ran it over Janet's entire form. From head to toe, he searched for something that she could not see. "There's traces of Vita-rays….now were…"

"Vita-rays?" Lensherr asked innocently enough as he crossed his arms in front of his chest. "Isn't that the tuff they used on Captain America in World War Two?"

"Technically no," Kurt, of all people replied as eh shifted his feet on the spot. Carol took note of how his tail swished back and forth rapidly. It was actually rather cute, in her mind. "Only the _serum_ he was injected with was doused with Vita-rays. A human…or a mutant could not possibly survive being exposed to that powerful form of radiation. It would have killed him before the serum could take effect." For a brief minute, there was dead silence. No one quite knew how to continue on from that little speech, given its awkward delivery. But, they managed to make their way through it alright, as Janet spoke up.

"It's also what was stolen from Roxxon the other night," She shrugged as she leaned against the wall for support. "Someone broke in and made a mess of the place," she continued, as Carol shrunk back somewhat. A little too much, in fact. Janet caught sight of her movement, and raised an eyebrow, as a conclusion started to dawn on her face. "….and the plant's power core was drained dry…." She said, keeping her eyes on Carol for a few long minutes before barking, "every-body _but_ Carol get out, now." There was no room for discussion in her tone, it was clear and commanding. Kurt, as well as Dr. Ohnn and Erik Lensherr filed out of the room quickly and quietly, leaving the two of them alone. And suddenly, Carol was feeling very much afraid, as she saw the expression on the older woman's face.

"Before-" Carol began to say, as she mentally prepared herself.

"Explain to me," Janet said softly, but firmly as she picked up the device that Dr. Ohnn had been using on her. She activated it, and it began to beep. Janet took a few steps forward, and the device beeped louder and louder. "Why one of the rarest forms of radiation in the _world_ is coming off of you like steam off of a hot pan dipped in water." Carol saw Janet's hand tighten into a fist for a brief second, telling the younger woman that she was mad, but still in control of herself. That was a good sign, at least.

"I…" Carol began, knowing full well what could happen if the wrong person found out what she wanted to say. "I…" she stuttered again, completely at a loss for words. She slumped herself against the wall of the room, and slid down so that she was sitting on the floor. She had no idea how to continue. The last thing that she wanted was for Janet to think that she had betrayed her. But she also wanted her to understand that she had had no choice, really. HYDRA would have killed her before letting her go public with the little information she had. It was an endless cycle of barriers that prevented her from telling the honest truth. She opened and closed her mouth several times, searching for the right words. Small tears began to flow down the sides of her face, and Janet Stark's expression changed from a firm, cold one to a warm and welcoming one. "I…I think…I _am_ in trouble…." Was all Carol could say. And there was nothing more to be said between the two of them. Janet simply nodded in understanding, and slid down on the wall next to her. She placed her arm around Carol's shoulder comfortingly, like she was an older sibling giving her solace.

"Tell me," Janet asked, as she put her heavily gloved hand on Carol's shoulder. "I swear, I won't tell anyone. As long as you tell me what happened." Carol looked up into her mentor's eyes. She looked for truth behind them, and found it. She steadied herself, and began to explain everything. From start to finish. What happened to her Mother. Being approached by Black Cat. The suit. Working with HYDRA against her will. The events at Roxxon. Everything she could remember, and what she felt was important. Together, they just sat in the room for several long minutes. Not really saying anything to one another.

Eventually, they did get up, however. Only Kurt remained, as the other two had decided that they were not needed anymore. Janet made an arrangement for them to talk again over the weekend. She even had Kurt write it down as an 'official' meeting of hers. And after swearing once more that she would not tell a soul, Janet led Carol to the front door.

xxx

Jean Grey sighed to herself as she stretched muscles, both mental and biological. The day had been a very stressful one for everyone. The whole campus was in a slight uproar. Word had spread quickly about Laura's 'condition'. Now, the young woman was being treated by Hank McCoy in one of the ore secret laboratories that the X-men possessed. Only a handful of people were allowed in or out. And none of them were students. The Professor had felt that was best, to avoid any more incidents. And Jean knew that the old man needed that little bit of surety. For almost the past month, he had been getting jittery. Clearly, something was eating at him inside. But, Jean was respectful of his privacy. There was no need for her to take any action just yet. She knew that if a problem arose that her mentor could not deal with alone, he would be honest about it and ask for help.

She shook her head as she wandered through the dark hallways of the school. Everything seemed amplified to her. The shadows, the textures on the walls, the small sounds of sleeping students. She smiled to herself as she felt the sweet thoughts rolling off of their minds. Hopes, dreams, aspirations. That was the beauty of being a telepath. Xavier had always told her about how their shared power was terrifying, how it was a dangerous weapon that should only be used in certain circumstances. And while she agreed that caution was important, she did not see it as a weapon. No, Jean saw it as an art form. A way of seeing things that you couldn't see with the eyes. She had tried to explain this to some of her students before, but most of them just didn't get it. Only a handful of non-telepaths understood.

"Jean," one of her oldest friends, and the only X-man more experienced than she was, Ororo Monroe, said calmly as she sauntered through the darkness. Ororo carried herself in a way that most women could only hope to. She walked proudly, were ever she went, but treated everyone equally. No matter if they were friend or not, mutant or not. That was one of the reasons that the Professor had chosen her to be his voice around the world. And that was why she had been travelling so much so recently, only staying for a night or two at most. Jean missed her friend, and was glad she was here, even if her stay was only a temporary one. "Sleep eludes you?"

"Just making sure all the students are tucked away in their beds," Jean replied with a subtle wink. " _All of them._ "

"Yes," Ororo replied with a smile, as she inclined her head. "Yes, I think that was enough excitement for one day, don't you?" Both of the X-women shared a laugh together as they walked through the school. Occasionally, they would stop, and remind a student to go back to bed. Only once did they have to be stern. They shared stories together. Ororo told Jean about her visits to foreign countries with different laws about Mutants. She told her about how were starting to accept the idea, and even embrace it. Small countries in Eastern Africa had even adopted Mutant Benefit programs, even before she had arrived to introduce the idea. Jean, in turn, told her about the X-men's recent exploits as a team. She told her about how they had defeated a terrorist organization who planned to release a deadly, mutant-targeting virus, and had quelled an uprising of violent protesters. "Has the Professor been feeling ill recently?" Ororo asked, out of the blue.

"Yes," Jean replied simply as she folded her arms across her chest. "Yes, I think that there is something weighing on him heavily recently. Why do you ask?"

"He seems different," Ororo responded as the two of them turned down the next hallway. "Quieter, more secretive. When I asked him about why he is bringing us with him to New York, he didn't answer me."

"We're going to be meeting with an important business partner," Jean said in a disbelieving tone of voice. And from the look on the weather mutant's face, Jean knew that she didn't believe it either. There was more to what the professor was doing, and they both knew it. However, they couldn't tell anyone, because the Professor might then find out their suspicions, and neglect to bring them along. And thus, they would not get to the bottom of what was bothering him. Jean shook her head as she decided it was time to change the subject. "Jubilee did well today, don't you think?"

"She did better than well," Ororo replied quietly, as they continued to walk. "She was outstanding. How many Mutants do you know that would be able to run for three-quarters of an hour? Even some speedsters would have trouble doing that," the weather goddess said with pride, as she wiped a strand of white hair from between her eyes. "I think she will make a _fine_ leader for the X-men one day. Don't you think?" Ororo asked with a nod.

"It doesn't matter what I think," Jean quipped as they rounded a corner that lead them to the same hallway in which Jubilee's room was located. "It's what Charles thinks, anyway. He's considering bumping her up in the ranks. Maybe becoming a field leader of his proposed B-team in a few months." The two women smiled as they crossed in front of the aforementioned Mutant's room, taking note of how the lights were still on. Neither of them said anything, knowing how stressful of a day the young Mutant had had. They simply listened, hearing the small sounds of music playing, telling them that Jubilee was listening to her music, tuning out the world. "I think maybe we should ask the Professor to take her with us," Jean offered, "to New York. The experience will be good for her."

"I think you're right," Ororo replied with a sigh. "She's a far stretch from the scared little 'Mall-babe' we found years ago," she smirked with a whisper, "eating corn dogs."

xxx

Phil Coulson gulped, steadying himself for the conversation that was coming. Nick Fury was standing in his office, with a stern expression on his face, telling him that this was not going to end well. Two of Fury's personal favourites, Clint Barton and Natasha Romenov, flanked his sides. Their expressions matched Fury's perfectly. Apparently, they had spent the last month fixing up some of the 'mistakes' that Coulson had 'let' Captain America make. And now, they were here to punish him in some regard for it.

"Let me get this _straight,_ " Fury said coldly, not moving anything aside from his jaw. "You knowingly allowed Steve Rogers to set out on an _unauthorized_ mission. With _minimal_ supervision, no less." Fury continued as the left side of his face twitched in frustration. "And on that mission, he encountered HYDRA's number one agent. You let the two of them work together, _even_ after I ordered you to bring her to the Triskellion. And because of your incompetence as a regional Director," Fury said as he finally moved his shoulders by a small margin. "She escaped from captivity, only after running yet another unauthorized operation on foreign soil. To _Latveria,_ no less." Fury snapped as he finally broke his vigilant stance, and aggressively placed both his hands on Coulson's desk.

"In fairness, sir," Coulson replied somberly. "We did not let her go willingly. She overpowered Captain Rogers and-" The situation was an uncomfortable one. Coulson had been sitting in one place for the past hour, listening to the lecture that kept on repeating itself over and over again.

"That is my point, Coulson," Fury snapped bitterly. "What if she had decided to kill him? Hmm? What if she had killed him and taken this _'Blink'_ for herself. Can you imagine the amount of damage that she could cause?" Coulson wanted to answer, but knew that it was a rhetorical question. Fury was infamous for those. He was also famous for his cold temper that Coulson didn't want to provoke. "HYDRA could have used her to send shock troops all over the globe. They could-"

"But they didn't get her," Coulson said calmly, not wanting to get his superior officer going on a rant.

"My point is, Coulson," Fury snapped bitterly as he straightened his back and took in a deep breath. "Lately, you've been taking a _lot_ of liberties with your position. Liberties that I'm not comfortable with you taking," he clarified, as Agent Barton let out a small snicker. Obviously, the man found this amusing. "The Parker incidents. Both of them. The Stark situation. The sorceress. The Power plant. All of these are happening under your watch. One might think that you are becoming over-taxed." Fury huffed deeply, still showing Coulson that he was very angry. Out of the corner of his eye, he saw the two flanking Agents exchange glances. There was more to this conversation than Coulson had been told, he knew that much. But, he decided to keep that knowledge to himself for the time being.

"I understand sir," Coulson replied coolly.

" _Good"_ Fury said sharply. "You have your orders, Coulson. Greet our guest when he arrives," the man said firmly as he turned around and began to make his way to the door. But he stopped, and turned back around in order to say, "And do me a favour. Keep an eye on that meteor shower. Something tells me there's more to it than we already know." Coulson nodded in response, as his superior officer strode out of the room, followed by his two attack dogs. As soon as they left, Coulson put his hands on the sides of his head. The whole world had turned into one gigantic headache for him, and he wasn't sure he could keep coping with it. The problems seemed to multiply, and his assets were dwindling rapidly. Already, he felt that the agents at his disposal were stretched thin. The two men who had come through time with Captain America had decided to take some time, and think about their futures, which was fine in his books. They were just men, after all. And they hadn't signed up for duty in the same way as the rest of the men under his command had.

"Sir?" the newly-christened Agent Blink asked as she stepped out of one of her trademark portals through space. One of these days, he would have to have one of their scientists examine a portal for themselves. He wanted to know how they worked, and how they might be able to help the world on a larger scale. But now was not the time for that. They had too much on their plate, and she was still reeling from the death of her father, he could tell as much. "Sir, is there a problem, I heard-"

"You weren't supposed to hear anything," Coulson replied, in a more light-hearted tone. "Not through solid concrete, at least." The young woman had become something of a rare delight since she had arrived. As it turned out, she was a gifted mechanic in her own right. So far, she had actually managed to surprise the lead mechanic by fixing a problem with one of their jets that he thought unfixable, without new, expensive parts. The man had been very quick to put in a request to transfer her to his small team.

But, as it turned out, she was just too skilled in other areas. Marksmanship. Medical training. Computers. Cooking. She was a complete prodigy at almost everything that she touched, except fashion. She seemed to be extremely uncomfortable in anything but military-grade armour. Bobbi Morse had loaned her some clothing for the time being, and had made the unfortunate mistake of lumping a black dress in. That had resulted in a hilarious argument between the two women, with Morse trying to be nothing but courteous, Blink being stubborn, and several other Agents watching on with tears of laughter.

"Please," Blink replied with a shrug, "you two were shouting, compared to the sound that a mechanical scout makes. Or…made…will make," she continued as she sat down in one of the chairs on the other side of his desk. "I guess I know now what it feels like to be Captain Rogers. No wonder my fathe…" She shook her head as she nearly mentioned her deceased parent. It was still painful for her to even mention his name apparently. "What are your orders, sir? I know you've got a mission for me somewhere. You promised you would."

"You've had a hard time, recently," Coulson replied as he reached under his desk, and pulled out a bottle of liquor and two small glasses. "I don't want you to do anything that you feel uncomfortable with yet. I think you need to clear your-" She held up a hand, stopping the words from leaving his mouth.

"Mr. Coulson, my father dedicated his life to protecting the whole planet. My mother too, before she disappeared," Blink continued as she crossed her hands in front of her chest. "And he always told me that if someone has the power to do something to help people, no matter how big or small, then they should do it. The way I see it," she continued as she uncrossed her arms. "I should do no less, if I want to be my father's daughter. I may not be a fraction as powerful as my mother was, but I can still be useful." Coulson nodded, wanting a question answered that had been bugging him for some time. And until now, he hadn't exactly felt that it was the right time to ask. But now, they were in private, he knew it was appropriate enough of a time.

"I have been meaning to ask," Coulson said as he poured the golden liquid into the glasses. "You don't have to answer, of course. But," he said as he presented the young woman with a glass. She took it, and indicated that he could continue. "Are you in fact, a mutant? Because-"

"Because of my skin?" Blink replied with a smirk, as she took a sip. "Mm, this is good. Not something that could be found in high quantities where I come from. Anyway," she continued as she set the glass down. "No, I'm not a Mutant. Not really," she elaborated with a gesture of her hands. "Because I don't have the X-gene in me. My parents believed that I-" She was cut off by the com system buzzing loudly next to him. Reluctantly, Coulson answered it by pushing a button.

_"Sir, this is Agent Foster, head of the space-sciences division. I need you to come down here, immediately. There' something you'll want to see."_

"What did you find, Agent?" Coulson asked, hoping to avoid the three-hour drive to the observatory. He rarely went there, because there was rarely anything of importance to him there. Agent Foster, though one of the brightest people he personally knew, worked there alone. More due to a lack of funding than anything else. One person to fill a whole observatory, with minimal equipment. It was a wonder they even still _had_ an observatory.

"Sir, I have six PhD's," the woman on the other end of the line replied, "and I have no idea. Just get down here, sir. I know it's very important. And very dangerous."

xxx

Jubilee sat under the giant oak tree that dominated the front lawn of Xavier's Institute for Higher Learning. To her far left, she could see several students playing 'Mutant Basketball.' Which was basically the same game, just with powers allowed. She rarely participated in those, because her mutant abilities did not transfer well to sporting competitions. Unless she wanted to outright blind people. And there was no way she would be able to keep up with telekenetics, or speedsters who dominated the court. So instead, she sat with her music in her ears as she absent-mindedly scrolled through the internet on her laptop. Mostly she just read the obscure stories, but not today. Today there seemed to be only three major stories for the world. The first was about the impending Meteor shower, which would pass extremely close to Earth. In fact, several small pieces would be passing between the Earth and the moon.

" _…Don't worry though,"_ said a scientist who was being interviewed by the press. _"All of the Meteors are too small. They'll burn up upon entry into our atmosphere. And if they don't,"_ the small man continued as Jubilee began to lose interest in what he had to say. _"The largest pieces you can expect should be no bigger than a golf ball._ " She shook her head, not really caring. Sure, some of the X-men might be interested in a cosmic event like that. But as far as she was concerned, it wouldn't impact her life, so why should she care? Instead, she turned her attention to the second story, which was the continued investigation into the world's newest Superhero vigilante. Who, at the moment, was known only to the press as 'the Masked Vigilante.'

"Stupid name," Jubilee remarked to herself as she watched a video of him racing along a rooftop. The footage was poor, obviously taken by an amateur with a cell phone. She could even hear the sounds of giggling girls in the background. It was rather annoying, but it was nothing compared to the commentary they were giving. There were at least three of them, and they all had equally stupid things to say. One considered herself to be his girlfriend. Another said that it was a bird. And the final one said it was a hoax. "How stupid can you get….?" She muttered as she typed away a comment, disproving each of the theories with absolute precision and tact. And once she was done, she clicked on another link, which was of a Police Captain, officially issuing an arrest warrant for the Vigilante. She watched as the man proclaimed him to be a complete outlaw, despite the protests of the crowd below.

"Mind if I join you?" the cool, collected voice of Charles Xavier asked as he rolled to a stop beside her. She almost jumped, not having heard him coming.

"Professor!" Jubilee remarked with a heave, "yea…yes. You own the place," she said awkwardly as she fumbled with her laptop. She had a feeling that there was more to him being there than a simple coincidence. "What can I… is there something you need?"

"I just wanted to discuss some things," Xavier said calmly as he rested his hands on his lap. For a fleeting second, Jubilee remembered the first time she had met him. She had gone right out and asked what happened to his legs, much to the shock of the surrounding X-men. But Xavier had simply smiled, and told her that he had made a mistake a long time ago, and it had cost him dearly. During her time at the school, she learned that he had actually served as part of Operation: Desert Storm. Though that was not where he was wounded, apparently. And he was paralyzed due to a wound, because she had once caught sight of X-rays of his in Hank McCoy's medical lab. It had only been a fleeting glance, but she had seen two names, a date and a clear break in his spine. She couldn't remember the date, but she could remember the name 'Nicolas J. F.' She guessed that had been the doctor who had operated on him. "About last night," he clarified.

"Oh," She replied quietly. "Oh, that. Yeah, I…" He smiled, cutting her off with a small chuckle.

"You are not in trouble," Xavier clarified. "Far from it. You showed a lot of spirit and guts for doing what you did."

"I was running for my life," Jubilee replied, somewhat stiffly. "Not like I was acting all heroic or anything."

"A total of six injured people," Xavier said calmly as he folded his fingers together. "One young man with a broken leg. As I understand it," the bald professor said as he lowered his gaze, "he may have deserved what was coming to him. Given some of his remarks. Another with a broken leg. A mall security officer with a long gash, and three people with minor concussions. And if it weren't for you," he continued warmly. "There might have been casualties. You should be very proud of yourself, Jubilation Lee."

xxx

Zebadiah Killgrave was a simple man. He enjoyed things like any other man in the world would. Good food. A good home. Fine entertainment. And people doing whatever he pleased. Which was why he was surrounded by the company he had now. Two men, pulled off of the street, worked on assembling the furniture he had appropriated from a wealth family. The patriarch of which was now busy sorting out Killgrave's money. _Well technically it is his money,_ Killgrave thought as he relaxed in his chair, _but since he's going to be doing everything I say, its mine now._ It had been a full two days since he had marched into this family's mansion. Immediately, he had taken hold of their minds and dismissed the three youngest children. He had no use for them. They were too frail for physical labour, and the young daughter was not in his tastes. Even Killgrave, who knew just how vile he could be, had his limits on depravity. And he did possess a moral compass, despite evidence to the contrary.

"Ah," he proclaimed in pleasure, as he felt the expert manipulations of the hands attending to his feet. "Good, Michelle," he cooed to the young woman. As he spoke, two burly men who had become his personal bodyguards entered the room, followed by a train of men. Five of whom carried large metal containers on simple dollies. "Who are you?" he asked the man in the front, who was obviously in charge. The man moved with the grace and power of a military man. His hands were held tightly at his sides. He wore a pair of thick aviator glasses that Zebadiah couldn't see through. His clothing was crisp and neatly pressed.

"My name is not important, Mr. Killgrave," he said simply. Zebadiah took note of the plugs in his nose. Which told him that the man knew how his powers worked. _At least he's not an idiot,_ Killgrave mused as he kicked the woman giving him a foot massage away, and got to his feet. "But I do have a business proposition for you," one which I know you will not be able to refuse."

"Is that so?" Zebadiah asked, unconvinced.

"I have no doubts," the man replied, "but first, I have a gift for you. A token. Open the first crate, please," he said, not to Killgrave, but to one of the men carrying the metal boxes. Killgrave watched as the man set the dolly straight, and pressed a previously unseen button on the side of the metal box. It opened, and out stepped a stunningly beautiful blonde woman. She looked to be no older than twenty years old. Her hair reached her shoulders, and her skin was like ivory. _This man knows me,_ Killgrave thought to himself as he guessed where this conversation was about to go.

"Get your fucking little hands off of me you-" the young woman bellowed as she struggled against the grasp of one of the men. Killgrave stepped up, so that he was within inches of the young woman's face. Her expression relaxed somewhat, but not completely. She had some fight in her. He definitely liked that. And it certainly didn't hurt that she was wearing enough clothing to amount to a bathing suit. And that was being generous. He knew that some people might consider her attire to be too revealing. Not him, though. He was perfectly fine with it. And was more than ready to have her remove some of it when they were alone.

"And what is your name, my dear?" he asked, as he activated his pheromones, letting them sink into the attractive woman's nose. Within a second, he knew that she was all his. He could get her to do anything he wanted. To rob a bank. To walk around completely naked. To throw herself from top of the Empire State building. _Though the latter would be a waste,_ he thought as he waited for the young woman's answer. He took the time to admire her perfectly sculpted body in detail.

"My… my name is Sophie…." She said with laboured words. "Sophie Cuckoo." Killgrave turned to the man who had handed over the delicious treat, and smiled.

"She is yours," the man said with a nod. "And her four sisters will be as well, if you do me one thing."

"I'm all ears," Killgrave smiled, as he extended his hand. Knowing that he was about to have a lot of fun. He ran his hand under the perfect jawline that the young woman possessed. He listened to the man, at least in part. He ordered one of his servants, the eldest son of the family he had usurped, to write everything down. Mostly because he wanted to be sure and do exactly as the man was asking. Mainly, because he was hoping to earn more delicious treats from the man. The bulk of what he heard revolved around the upcoming meteor shower. And how he was to instigate a prison riot, using the women he was provided with to control key individuals. Apparently, in addition to their exquisite beauty, the sisters were powerful telepaths. But they were not immune to his personal manipulations. Already, Killgrave was thinking of the possibilities these women would provide. Perhaps he could gain control over New York's Mafia, or wrestle the Kingpin's organization from him. Or even take over the American Government. That would be something special indeed.


	9. And there came a day unlike any other.......

**Summary for the Chapter:**

> "We few, we happy few. We band of brothers. For he who stands with me today shall be my brother."

The _Times Square sit-down_ was not the world's most famous restaurant. It was not New York's most famous restaurant. It wasn't even the most famous restaurant on the street. But that did not stop it from being popular destination for both locals and tourists alike. It offered a wide variety of local favourite menu items, and a select few foreign menus items. Ice creams, coffee, doughnuts, pizza, hamburgers, hot dogs, shwarma and the like. Its primary customers were everyday people. But on occasion, they did get small celebrities and the occasional politician or business owner. Its employees were modest in number, but more than kind. Every customer was greeted with a warm smile as they entered. That was why the establishment was so enjoyed by Steve Rogers. It felt like an extension of his home. Ever since he had been granted permission to leave the premises of the Base, provided he stay within the Island, he had come here every morning. It was a method of therapy for him. A way to cope with some of the changes to the world.

Things had gotten tough for him recently. Even when he discounted being thrust into the future by over seventy years. Two of his longest standing brothers-in-arms, Jack Fury and Tim Dugan, who had come with him from the Second World War, had decided to retire from the service entirely. They were given honourable discharges, as well as new, fool-proof identities, a large sum of money and awards for outstanding services to their country. And he was happy for them. Jack had moved on, and was now a security guard at the Museum of Natural History. Dugan on the other hand, had apparently found a job at a small Pawn shop, and was displaying a newfound interest in historical artifacts.

Steve sat calmly in the street-side diner, silently drawing away. It was an old past-time he retained from before the war. During his youth, he had worked for a small comic company named 'Timely Comics'. Mainly, he had spent his time there drawing war bonds posters for his bosses. That had proved to be very painful for him, given how much he wanted to serve in the military. But, Steve had persevered. Thanks in no small part to a supportive junior member of the staff named Stan Leiber.

"Can I get'cha anything?" a young waitress, with a short bob of blonde hair asked politely, as she walked up to him. Steve blinked briefly, stunned by her sudden arrival. He was lost deep in thought, and was wretched out of it faster than he could process.

"I…um…" he said, stumbling over his words. He took note of the people snickering in his direction from another table. Of course, he was making a fool of himself in public. He knew that in a second, if these people knew he was Captain America, they would not be so quick to judge. And that he would be much more confident. But right now, he was just a simple man sitting at a small table. And being embarrassed by his inability to form words properly. "I'll…I'll have a small coffee, please," he said hastily.

"Comin' right up," the woman said as she scribbled away on the small pad in her hand. Steve hung his head low as he resumed his doodling. He hadn't started out with anything in particular, but now it was more of a caricature. It was himself, standing in front of a huge behemoth. Horns and claws sprang from his drawn opponent. It was a menacing sight, truth be told. He would never want to fight such a foe in real life. As he drew, his mind continued to wander. He began to think about recent events in his life. About how they were bothering him, keeping him up at night.

After they had returned from Latveria, Coulson had been strong-armed into recruiting the time-displaced Stacey Parker. And while the Captain certainly didn't mind having the young woman as backup, and understood Coulson's real inability to actually do anything about it, he did not like it one bit. It went against some of his core principals. Freedom was everyone's right. No matter if they were America, French, German or Japanese. He saw all human beings as equals, and hated the thought of her being tossed around like a piece of equipment. Though Steve was partially thankful that Coulson had managed to make sure she was stationed in the Manhattan base. So at least Steve would be able to keep an eye on her. He felt he owed it to her father.

"This seat taken?" A woman's voice asked. Steve shot his eyes upwards to see Marie taking the seat across from him. She was dressed rather sharply, with a sensible red business dress underneath a black jacket. A large pair of sunglasses covered her eyes, and an expertly made wig of blonde hair stuck out over her head. He could only just barely see a single brown curl sticking out, and he had a feeling that was on purpose. "I'll have a mint Iced Latte," Marie said to a passing waitress, who nodded and wrote the order down on her own note-pad. "One man against the world?" Marie said plainly, as she tapped the piece of paper which he was sketching upon. Quickly, he withdrew the paper, or tried to, at least. She was much faster than he anticipated, and snatched it from under his fingers. "As good with a pencil as you are with a gun," she remarked as she set it back down gently. "Some of the best I've ever seen. You could make a lot of money by selling this stuff." A glint in her eye told him that she wasn't lying to him. But another part of him also understood that he had to take everything she said into careful consideration. She had proven to be worthy of trust, but only on some occasions. The one thing that kept him from trusting her completely was her inability to be open with him.

"I never took you for someone who enjoys art," Steve replied in a reserved tone. "Your apartment was very barren, from what I remember."

"Well it was never really a home," Marie replied back, as she fiddled with her necklace. He vaguely remembered it as being the same one which she had been wearing when she had first led a group of HYDRA's goons to take a blood sample of his. "Just somewhere for me to sleep in between missions. I'm sure you understand," she said as she inclined her head slightly in his direction. Steve nodded, understanding perfectly what she was saying.

Steve was allowed a brief pause, as the waitress returned with their orders. He took the time to examine the conundrum of a woman in front of him with more care. Before, their encounters had been rushed by either time, circumstances or enemies. He knew that she knew that he was studying her. And he assumed that the opposite was true as well. He likened the stare-down to one between two chess masters, each of them waiting for the other to make a move. The problem was, she seemed to hold more of an advantage on the board. She knew the players better than he did. The one thing he had going for him in their relationship was the fact that he had more people's trust. It was something, but not much.

"I think I do understand," he replied, still keeping his tone reserved and calm. "It never feels right, does it?"

"Hmph," she snorted as she took a small sip of her drink. "I've never felt comfortable in a long time," she elaborated as she intercrossed her fingers. "Years even. Not since I cradled my husband in one arm and one of my sons in-"

 _KRA-BOOM!_ Something struck the ground with tremendous force, sending him, Marie and everyone else in the vicinity to the ground. A cloud of dust hung in the air, like thick fog. At first, Steve had problems seeing through it. He blinked his eyes twice as he saw a rather large man make his way towards the centre of the activity. There, something glistened in the sunlight. The man touched it as Steve rose up, and saw the man melt before his eyes, becoming a mass of a thick, white substance. Nearby, a woman screamed, as the mass began to move, to even _moan_. As if it possessed the capability of speech. Something was definitely wrong. And as he looked up towards the sky, he knew that their troubles were not over. Hundreds of red streaks lit up the sky. Balls of fire struck the ground with powerful force.

So much for his normal day.

xxxxx

"Seems like it's been a while since we got to talk like this," M.J. said with a small smirk as she set her sandwich down on its wrapper. Gwen did the same, though only after taking a small bite out of it. She nodded in agreement as M.J continued, "first weekend off in a month, how about that? Yeah!" she smiled, as they both high-fived one another in a mocking way. They did this as a troop of Preschoolers waked into the building, clearly on a field-trip of some sort. They were being led along on a rope by a pair of frazzled-looking teachers who were only there for the paycheck, and the coffee. Several of the children clung to toys and blankets.

"Hmm, Dad says that John should be ashamed of himself," Gwen replied with a sigh as she tilted her head to the side. "For 'making' us work all these shifts. You should hear him rant about it," she chuckled slightly as M.J swept a strand of hair out of her face. Out of the corner of her eye, Gwen saw one of the children, a small African-American boy, dropped the tiny blue blanked he had been holding onto. It was only after a brief moment of panic that one of the supervising adults noticed, and picked it up for him. The woman coddled the boy briefly, vanquishing his fears as Gwen returned her attention to M.J, who was speaking.

"You did tell him that we've been volunteering for them right?" M.J. asked as she shared the chuckle coming from her friend's lips. "Because, you know…well….there are some rumors of some layoffs coming and…"

"Yeah, yeah, yeah," Gwen replied as she sunk her head into her hands in utter disbelief. The job was already taking its toll on her spirit. Every day, she, along with M.J. walked into the store, changed into their matching uniforms and put smiles on their faces. They were assaulted with a barrage of customers with a wide variety of questions and complaints, and they had to answer every single one. Because if they didn't, surely word of their 'mistakes' would reach the ears of their micro-managing manager, John. He, in turn, would remind them that _good_ workers kept their jobs. While _bad_ workers got fired. And bad workers were the kind that weren't available at the drop of a hat. "Yeah, I'm not gonna tell him. I don't want to be jobless again…..at least right now. If I keep catching him coming into the ladies bathroom…." Both of them shared a depressed smile as they considered their prospects. Secretly, they both continued their obsessive job-hunt. The problem was, they couldn't exactly give out the number of their current place of employment, because that _would_ get them in trouble. Even though it was perfectly within their right to do so.

"You thinking about moving into the city?" M.J. asked nonchalantly.

"Maybe," Gwen replied with a shrug as she took a sip of her drink. "I mean, Dad's still not too keen on the whole F.B.I career path for me."

"Why not?" M.J. asked intently, "It's a rewarding career choice. You'd think he'd be proud that you want to follow in his footsteps."

"Yeah well he's not," Gwen said with a sigh. "He thinks I'd be better off as a lawyer, or a doctor. Or a crime-scene technician. Anything but a field officer of the law," she shrugged mildly as her friend smirked a little.

"And what does Peter have to say?" M.J. asked with mall nod. Her expression betrayed her. On the outside, she was pretending to be calm. But on the inside, Gwen knew that M.J was giddy like a child. As she always was whenever she mentioned Peter in private. "You talked to him about maybe sharing an apartment? Becoming _roommates_?"

"Not really," Gwen replied steadily. "I mean, I suggested it a few months back, before…" _Before everything became crazy,_ she thought to herself with a shudder. Before words like _super-soldier, magic, terrorist & regenerative healing factor _became a part of her everyday life. A small part of her wondered whether or not she was doing the right thing, in keeping such a big secret from her father about Peter. How angry was he going to be when he found out? Because she knew that eventually, the secret would be out. As hard as it was to admit, her father was too good of a policeman to not discover Peter's identity. Already, he had somehow managed to rule out 'the vigilante' being a mutant, Captain America in disguise, and a team of mercenaries. How he had come to that conclusion befuddled her somewhat. When Peter had first started his one-man crusade on crime, she would never have imagined things getting that complicated. "I don't know if we're going in the same direction anymore."

"That's the blonde _wore_ talking," M.J. replied with a smug look. "Honestly, he doesn't look at that other girl the same way he looks at you. I honestly think he pities that woman," M.J continued as she placed a hand on Gwen's, comforting her with a warm smile. 'Try and think of yourself as….well…." she said, with only the slightest of pauses, "it's like comparing Megan Fox to Emma Stone. No comparison. Two different kinds of beauty." Both of them chuckled deeply, until M.J continued with "maybe it's time you showed him the difference, hmm?" she finished mere seconds before something crashed into the side of the building they were in. The office tower above began to crumble. People began to scream for their lives. They rushed for the door, hoping to get out before they were crushed.

"No!" Gwen shouted as she saw the children begin to make a break for it. She remembered one of her many physics classes, were they had discussed what to do if a skyscraper began to fall. She saw that the building was going to cover the street that the people would be running _towards_ it as it fell. "No! Basement!" she shouted. Two-thirds of the people did not hear her, or didn't listen. The rest did, and helped push those that they could towards the small stairway. As darkness enveloped them all, Gwen prayed that her memory was serving her correctly. If she was wrong, she doubted she would find out. Debris crashed around them, blacking out the sun. The air was so thick that she couldn't see a foot in front of her nose.

xxxx

"I…I am sure she will be here any minute," Kurt offered with a shaky tone of voice. Currently, the two of them were standing outside Janet Stark's office, waiting for the aforementioned woman to return from a top-secret meeting in the downtown area.

"Mmm?" Carol replied with a smirk as she leaned against the wall of the office building. She certainly didn't mind waiting around for Janet to get out of her meeting. After all, she had decent enough company. It was rather cute the way Kurt would keep glancing from his watch, to her, to the clock on the wall, back to her, the back to his watch. He seemed like he had a nervous tick somewhere. "Well I'm sure you don't mind waiting here with me," she smirked, teasing him playfully as she swept her blonde hair to the side. The effect was immediate. Kurt stiffened his back slightly as she cocked her head to the side. "So aside from being Janet's assistant, having a tail and teleporting all over the place," Carol asked, "what do you do for fun?"

"I ah-" Kurt began sheepishly, "I don't get to go out, a lot." He said with a slight shrug, and a pair of heart-melting puppy-dog eyes. "People aren't always so understanding of the whole…"

"Blue fur?" Carol replied with a chuckle, "and tail. Shame," she continued as she took a slight step forward. "You've got to have something you do for fun, though." The two of them smiled at one another as the time passed by slowly. Seconds passed and became minutes. But the two of them did not move. They only shared a few brief, friendly words with one another. But a surprising amount was shared between the two. Carol learned that he used to attend her school, until about ten months prior, when his secret had been made public. Since then, he had been taking online completion courses until he could properly attain his degree. From there, he planned on becoming a teacher, specifically for other Mutants. Carol ha smiled at his naivety, how he thought that would be possible in the current climate. Perhaps sometime in the future, but there was no way that his dream would be coming true anytime soon.

"But how about you?" Kurt asked honestly, "you must have a dream, of some sorts." That question caught Carol off-guard completely. For so long, the shadow of her mutation had been looming over her like a great shadow. It was completely inescapable. Before, she had wanted to become a businesswoman. Perhaps run her own company. But now, she wasn't so sure of herself.

Of course, having a future meant surviving the incoming ball of fire. Something grabbed her arm, and she was yanked out of existence. A cloud of purple smoke surrounded her, and she found herself in the middle of the street. Kurt was standing next to her, and he had completely foregone putting his disguise on in the rush to escape the fire that impacted itself against the side of the building they were just inside. She let out a breath, completely full of adrenaline. As were all the people around them. Men and women and children were screaming in terror. Some of them ran around in circles. Some of them seemed like they were trying to organize the chaos around them. A few pointed to Kurt, obviously ready to pin the destruction on him.

Carol looked upwards, and saw several more streaks of fire falling from the sky. They impacted around the city. The nearest one was less than three blocks away. She felt the tremors of the impact through the ground. More people began to scream in terror, as thin, white sharps of a diamond-like objects impacted the ground around them. At first, Carol thought they were shards of glass. But upon even a quick examination, she noted that it was too thick to be glass.

"Someone grab them!" a random person bellowed, as she pointed towards the two Mutants. "Make them stop!"

"We didn't-" Carol began to protest. But she was too late. Already objects were being thrown in their direction. Stones. Chairs. Pieces of wood. Basically anything that wasn't tied down was used as a projectile. She took one look at Kurt and did the only thing that she could think of at the moment. She took his arm, and they ran as fast as they could into the nearest alleyway. The gathering crowd tried to follow them, but a spreading fire caught their attention, and managed to cut a line between them. So they were safe, for the time being. Though they both knew that 'safe' was a relative term when things were decaying rapidly into chaos.

xxx

"So you really don't know who he's meeting?" Jubilee asked as she took a huge slurp of her slushie. She shuddered as the icy semi-liquid seeped down her throat, as she walked alongside Jean Grey down the streets of Manhattan. Things looked rather busy, with important-looking people bustling about. A lot more people wore suits than she had originally expected. Not that she really cared about what other people were wearing, so long as she looked _fabulous,_ which she did, as always.

"No," Jean replied as she kept pace.

"You don't know," Jubilee asked again as the two of them turned around the corner. "Or you won't tell me. Which one is it?"

"If I knew," Jean replied with a playful shrug, "it would be both. Why the interes…. _oh,"_ she said, obviously dipping into her vast telepathic power and reaching into Jubilee's mind for a brief second. "A bet. I see," she smiled, as the younger, Japanese mutant shrank back somewhat. At the school, everybody knew that Jean Grey was the most deadly Mutant there. Sure, at one point, there had been a student who could _kill_ with the right glare. But that was nothing compared to what she could do. One miss-step during a 'psychic dip', and an individual was left without any memories. Of course, anyone who knew Jean knew that she would never do anything like that. If she went into your head, she had the upmost confidence in her powers and her concentration. "I also see that you were up most of the night again."

"You already knew that," Jubilee deflected, not sure if she was ready to talk about what was bugging her. "Given how you and Ororo were standing outside my bunk the other night."

"You heard us?" Jean asked plainly.

"I heard someone," Jubilee replied as they crossed the street. "I didn't know it was you two until about ten seconds ago," she finished, with a wide smirk across her lips. She had clearly won the bout of wits between the two of them. Which was a huge achievement, given just how good Jean was with words. They passed by a woman in a red dress and black coat, and turned around a corner. Jubilee tossed back what remained of her drink before placing the cup in a trash bin on the side of the sidewalk.

"What did you hear?" Jean asked her with a wave of her hand.

"Nothing important," Jubilee replied with a shrug. "Something about being bumped up in the ranks. Dunno if that's what I want, though." _Damn it!_ She cursed herself internally, berating herself for letting that slip. It was all Jean would need to tart probing deeper. Either with her mind or with her wit.

"Then what do you want?" Jean asked her as something passed overhead. Balls of fire were falling from the sky, almost as if the rapture was upon them all. People began to run and scream as a skyscraper began to fall over, into a street several blocks over. A cloud of dust filled the air, blanketing everything like it was snowing. Both women could feel tremors in the ground as more meteors impacted the ground.

"What the hell is going on?" Jean shouted, as a passer-by nearly ran them both over.

"You're asking me?!" Jubilee replied as she side-stepped anther running bystander. She looked all around, seeing the pure chaos happening all around them. Entire buildings were on fire, engulfed in smoke and flames. People lay in the streets, either recovering from injuries or unable to overcome them. Either way, the two X-women were unable to help them at the present time. They were too busy trying to figure out what exactly was going on.

xxx

"Were the _hell_ is the Fire chief?" George bellowed, doing his best to keep his cool amidst the chaos that was the police headquarters. Calls were coming in from across the island, all about spreading fires, Mutant terrorists, meteors, the end of the world and earthquakes. He was rapidly getting a headache from all of the commotion. Phones were ringing off the hooks. The whole building was overflowing with emergency staff. News crews lined the windows, trying to get an interview with him. He had tried to have them removed, but he was experiencing a lack of man-power for the job.

Already, he had urged the mayor to call in the National Guard. A request which the man had been quick to comply with. However, George knew just how long he would have to wait for aid. It would be at least two or three hours before the first batch of reinforcements arrived. And about eight hours before large amounts of emergency supplies could be transported. He would have to make do with the man-power he had at his disposal.

"Out in the field, sir!" one of his junior officers shouted in response. "F.D.N.Y. H.Q says his truck was passing under a bridge when it collapsed. Says…" his voice trailed off, as he obviously lost confidence in what he was saying. George could have none of that at the present moment, however. There was too much going on to have officers second-guessing themselves. "They're saying he was attacked by….a blob…"

"A blob?" Georg bellowed as the doors to the station were thrust open by a pair of soot-covered E.M.T's. "You get him on the phone, officer. And you get me some real information before I-"

"He's not wrong, sir," one of the E.M.T's said, as he clutched his arm. George could see a mild wound being covered by the man's hand. Blood began to leak out from under it, even as the man's fellow medical technician tried to bandage it. "The meteors…there's something about them. I….I saw a man touch one and he… he turned into this water-thing….started tryin' to drown people like he'd gone crazy or somethn'." The man slumped his head back, nearly being overcome by a clear combination of blood loss, shock and overall exhaustion. But for some reason, George Stacey found himself believing the man. There was no way he would lie about that. Though he also knew that part of the story could have been altered by his imagination. The police Captain considered his options. Things were getting worse by the minute. Help wasn't coming anytime soon. His priority was to keep order and control. He let out a sigh as he prepared the next few words to come from his mouth.

"Pull everyone that's not on search and rescue," he snapped as he pulled off his long coat, freeing his arms. "And put them in full riot gear. Horses. Shields. Stun rounds. Gas grenades. The whole nine yards. I want a perimeter set up around city hall, this station, hospitals and Times Square. Co-ordinate with medical staff," he continued as he paced over to the door. He fingered his sidearm, feeling that the safety was securely in place as he opened the first door. "Set up clinics. We're gonna need them," he finished as he felt his phone vibrating in his pocket. He looked down, and saw that it was May Parker. And it was fairly obvious what she wanted. It was similar to what he wanted, though on a smaller scale. "May, I can't talk right now," he said kindly, but hastily into his phone, as he signalled to one of his officers.

"Have you heard from Peter-?" May asked with a worried sob.

"No," George replied as he pulled out a pen and paper. "No, May, but as soon as I hear from him, I will let you know." He clicked his phone off, stuffed it into his pocket and turned to an officer. "Soap, if Peter Parker, or either of my daughters call or come in," he continued as he prepared himself for what was about to come. "Call me right away. And keep them here," he finished before opening the second door, and unleashing a barrage of questions from the reporters outside. He pushed his way past them in a hurry, wanting to get a first-hand look at what was happening.

xxx

"Help me get this off him!" Steve shouted as he placed his fingers underneath a large section of concrete, which had fallen on top of a car, pinning a young man inside. Three people ran over to help him. One was a fireman. The other two looked like they were still in college. Together, Steve and the fireman lifted the concrete block upwards, while the two students pulled the unconscious young man out of the wreck. They placed him on a nearby stretcher as the mass of concrete was set down. Steve wiped his brow as he saw a squad car pull into view. Two officers of the law pilled out and helped an older woman into the back of their vehicle. Commotion to his left caught his attention, and he saw a spreading fire being attended to by several volunteers, who were throwing buckets of water at its base. He started after them, but was stopped by a hole appearing in the space before him. Out of it stepped Blink, who was dressed in full combat gear, plus a face-concealing mask.

"Coulson wants you to report in as soon as possible," she snapped as she produced his shield for him. "This isn't an isolated incident. He-"

"I can do more good here," Steve replied as he took his shield in one hand, and turned back to the fire, "you can to. I-" She was gone. The hole in reality had disappeared. He shook his head and rushed over to the nearest fire hydrant, were a young woman was trying to pry it open. He signalled for her to move aside, and he struck the side of the hydrant with the edge of his shield. Water poured out in a steady stream, which was intercepted by several people with more buckets. He would have joined them, but he was distracted by a man approaching a glittering shard of one of the meteors. He called for the man to stop, having witnessed the effects of touching them firsthand. But the man did not stop.

As soon as his bare fingers grazed the shard of crystal, his entire body began to shake. The jacket, which belonged to a school f some sorts, was ripped to shreds by the man's rapidly expanding form. Peachy skin was replaced with interlocking orange scales. His back and shoulders expanded with new, impressive layers of muscle. He grew to be twice the size of a normal human being. His hair disappeared as he turned around. The only thing about him that looked even remotely human was his eyes, which were full of a mixture of pain and rage. His expression was twisted into one of pure, cold fury. The man, which was now nothing more than a _Thing_ roared with vengeance, as it spotted its first enemy.

The Thing charged like a bull, lowering its head flat. It moved slowly, which Steve was thankful for. He was more than quick enough to roll to the side, out of its path. Instead, the Thing crashed headfirst into a car, completely destroying it with one simple motion. It was, however, quick to recover. Almost on a dime, the creature spun around and charged again. This time it was much faster, and Steve had to get more creative in the way he moved around it. He feinted right before diving to the left, just past the Thing's left foot, which crashed by his head less than ten inches away. His rapid movement threw his adversary off-balance, and onto the ground.

Acting fast, Steve rolled to his feet and landed a shield-blow to the monster's abdomen. The strike rattled his entire arm, causing it to go numb with mild pain. Something which he had not been expecting. This gave his newfound enemy plenty of time to recover, and throw him through a glass window. Steve felt the shards cut into his back, but he didn't let that stop him. He recovered quickly and went on the offensive.

Cocking his arm back, Steve tossed the shield with mighty force. It sailed through the air, and struck the Thing on the back of the head. However, the blow did little to even phase the beast. If anything, it ignored him as it simply sauntered forward, towards what remained of the meteor shards. A million thoughts pounded through his head at that moment. The shards caused people to mutate into monsters, or it gave them powers upon touching it. Therefore, he couldn't let anyone else touch the crystals. He had to stop the _Thing_ from getting to it. Steve looked around for a solution. He couldn't rely solely on his muscles for this enemy. He needed to outthink him. He spied an overturned cement mixer not far from the shards, and sprinted towards it. As his feet pounded against the ground, he prayed that there was still enough mixture inside to do what he had to do.

Reaching the mixer, he slammed his shield into the side of it, allowing the contents to pour out. Thankfully over the Crystal itself, three-quarters of which was covered before the Thing managed to grab Steve's torso, and toss him again. But Steve was more prepared this time. He wrapped his arm around the Thing's neck, preventing a throw as he scissored his legs together, against the grab. The force of his counter-attack caused his opponent to drop Steve to the ground, and howl in pain. The Thing clutched its head and dropped to its knees. It roared like a wounded animal. However, its voice became more and more human. The roar changed to a plea. A plea for help. Functioning words.

"Make it stop make it stop make it stop," the former monster howled as he fell to the ground completely. As this happened, yet another portal in space opened up, and Blink popped out again. With her, she brought three more Agents. May, Rand and Blake all moved around the screaming former man as a small crowd gathered to watch. "Make it stop make it stop…." The Thing continued to moan.

"Let's move him," Steve ordered, as he lifted the Thing's massive legs onto his shoulders. Blake and Rand each grabbed the underside of the Thing's shoulders, while May and Blink supported his back and head respectively. Together, they moved the behemoth through the portal, and into the Commando Base of operations. There, a team of scientists and Doctors waited, along with Director Coulson, who stood in one corner talking with a woman in a white lab coat.

xxx

"Less effort," Killgrave moaned as he guided the young woman's head between his legs. "More technique." She didn't respond, mostly because he had given her, along with her four sisters, a standing order to not speak. They didn't need to, after all. Speaking was something that should be reserved for human beings. And right now, these women were little more than his puppets. Puppets who were being used to sow chaos through the streets of Manhattan. He laid his head back as he thought about all of the violence occurring right now. A small part of him wondered how many people he was killing, by ordering the Cuckoo sisters to mind-control the transformed citizens into going on bloody rampages. He snapped his fingers, wordlessly ordering his servant-boy to come to his side. "Bring me a television," he snapped in orgasm, as the lovely young woman finished her work. "And get her cleaned up."

"Yes sir," the young man replied crisply as he produced a small cloth for Irma Cuckoo to wipe her mouth with. He promptly disappeared into one of the many off-shooting rooms that the mansion possessed. Zebadiah smiled to himself, revelling in his new position of power. No one could stop him now. He was to powerful, and had accounted for every possible outcome. If the police got too close, then he would simply have the girls turn them into mindless drones. That was certainly the most favourable outcome, as he could use a small army of police at his disposal. After that, Manhattan would become his personal playground. His kingdom. His empire.

All he had to do was fulfill this one task that had been given to him. He had been instructed to collect as many of these crystals as possible, and bring them to a secure location underground. In addition to that, he was told of a special meteor which would be touching down. It was his primary objective to collect the _item_ within. Although he did not know why anyone would think that there would be something inside a meteor that would be of use. But it really wasn't his place to judge. He just needed to do what they asked, and he would be rewarded.

"Mindy," the soon-to-be Purple Emperor commanded, gaining the attention of one of the sisters as a wicked grin grew on his lips. "Come here," he said darkly. The blonde telepath had no choice but to obey his command. A glimmer of resistance flickered behind her eyes, but she still did not stop herself from walking towards him, wearing a risqué white bikini. "Get to work," he ordered sharply. _It's good to be king,_ he thought to himself as he relished in the carnal pleasures that his powers allowed him to have. He absent-mindedly dipped his hand in a bowl of chocolate-dipped strawberries, and plopped one into his mouth as his man-servant returned with his requested television on wheels. He turned it on, and saw just what he was having his puppets do.

"I think it's time we went looking for that package," Zebadiah smirked as he clicked his fingers against the arm of his chair. "Bring it here. Now." He ordered.

 _"Yes Master"_ the telepathic sisters said with perfect unison.

xxx

"Kurt watch out!" Carol screamed as a hunk of rock flew their way. It had been thrown by an angry-looking man, who was shouting at them. Obviously, he blamed the two of them for whatever was happening. Carol didn't think twice about shooting a beam of her powers out towards the flying rock, which Kurt could not avoid. Upon impact, it disintegrated into a thousand tiny specs of dust. The blue-furred mutant spun around and gave her a brief glance of thanks, even as more chunks of debris flew their way.

"Hold on," he said softly, as he grabbed her by the arm, and winked out of existence, re-appearing on top of the nearest high-rise. Far away from the angry crowd. From there, they got a fairly good view of the entire city. They could see smoke in all four directions. It was as if they were trapped in a bowl of chaos. "We have to get to the bridge," Kurt remarked as he grabbed a hold of her arm again, and prepared to jump. There was to be none of that, however, as the ground began to rattle and shake. The entire block moved on its own free will, as large cracks appeared in the pavement. A spout of sand erupted like a geyser between them, separating the two mutants with a powerful concussive blast. Carol was temporarily blinded by the sand, as it swept at her eyes. The last thing she saw, was a hammer-like shape descending on Kurt. She wiped at her eyes, and saw that he had been picked up by the blob of sand, and was being tossed around like a rag-doll.

She watched in horror as the Sand-man reared back his head and fists, ready to bring them down on Kurt's semi-prone form. She couldn't stand by and let that happen. Her arms moved on their own free will, and two lances of energy sprang out from her hands. Both of which impacted the back of the Sandman's head full-force, earning a howl of pain from him as he slumped forward. The respite was only momentary, however, as the Sandman turned back around to face her, and snarled in a bestial manner. It swung one hand around in a deadly arc, but Carol was faster. Again, she acted on pure instinct and let loose another blast of energy. This one struck the Sandman in the arm, breaking it off with ease. However, the other arm was more than ready to take its place. And this time, Carol wasn't prepared for it. She was caught with the full force of the blow striking her off of the roof.

As she fell, her arms flailed, and she did the only thing she could think of. She let her body take over. To act on its own. A sense of peace and calmness overtook her as she felt her entire form heat up. Energy pulsed on all sides as she felt her descent slowing down. She opened her eyes to see that she was floating on the spot, completely engulfed in a glowing aura of yellowish energy. And she felt good to. Better than she had ever felt. It was like her entire body was super-charged with energy. Eventually, her descent stopped altogether, and she floated on the spot. She was flying. Her heart began to beat faster as she concentrated on going upwards, back towards the Sandman. A part of her knew that she had to do something to help Kurt, who was back on his feet, teleporting out of the way of the Sandman's hammering blows.

She willed herself upwards, and by some miracle she did just that. Her body accelerated upwards, and she poised her fists like something straight out of a comic book. She drove home, into the Sandman's 'chest' area, and blasted through. A hail of sand showered the ground below as she spun on a dime, still unsure of how she was doing all of this. Perhaps it was a by-product of absorbing the Vita-rays. Or perhaps it was a natural expression of her powers. Somewhere in the back of her mind, she remembered one of the laws of conservation of energy. She had always known that the stored energy had to go somewhere, and perhaps this was where it was meant to go. Her eyes filled with adrenaline as she readied herself for a second bout with the Sandman, who had fully recovered from her first attack.

"Bring it, fucker," she snapped as she dove forward, towards his 'head', going for the knockout blow.

xxx

"Geezus!" Jean screamed as she tossed herself and Jubilee aside, out of the way of a falling piece of debris that was coming from a tall building. The whole hectic situation had been going on for more than several hours. Police had begun to evacuate the civilians from the area. Unfortunately, for some reason, that meant _homo sapiens,_ not _homo superior._ The two X-men had been left behind in the chaos, along with several other people who were less fortunate. And they had taken it upon themselves to quell the two mutated humans who had appeared out of nowhere. One of whom, was delivering what seemed like powerful vibrations, the other was a being who possessed Hydro-kinetic powers. The two of them were displaying a high level of team-work that Jubilee had thought impossible, given how since touching the crystals they had been unable to vocalize any English words. "Keep moving!"

"Well duh!" Jubilee remarked as she ducked out of the way of a spout of water. It missed her by several inches. And she was still sprayed with water, but not in a painful way like before. Already she had managed to get soaked to the bone. _Better not have shorted out my phone,_ she thought to herself as she turned her attention towards the person she had dubbed 'The Human Vibrator'. Surprisingly, she found that she could actually see the vibrations in the air, as they moved towards her. She was sure that Hank would have a field day with that fact alone. Never mind the whole 'falling meteor-crystals' thing. He would be marvelling over that for years. She just hoped she lived long enough to hear all about it. "Any idea why dumb and dumber aren't talking? They sure were before-." A stream of water struck her in the legs, sending her to the ground. Fortunately, she managed to stay on the spot, more thanks to Jean anchoring her with her powers.

"I can feel…" Jean muttered as the Hydro-man formed himself into a transparent humanoid shape. He began to race forward, but Jean stopped him in his tracks. This left Jubilee alone to deal with the human vibrator, who was attempting to flank them.

"Ahhh!" the Vibrator snapped, using the only comprehensible language he had used since his transformation. Jubilee did the only thing that she could think of and blinded him with a blast of her fireworks. The effect was immediate, and he recoiled as he tried to wipe his eyes clear. Previous experiences told her that he wouldn't be able to see right for another day or so. Which she didn't have time to lament right then. All she could do was get out of the way, as he sent out a shockwave in all directions. Jubilee managed to roll behind a car in time. But Jean was too busy holding back Hydro-man to react in time, and was knocked into a wall. The resulting crater on the wall told Jubilee that the older X-woman had created a cocoon around herself to break the force of impact on something other than her body. She would survive, without any serious injuries. But she was out of the fight for the time being. Leaving Jubilee on her own against two raging psycho's with super-powers.

The Hydro-man was the one who attacked, both first and last. He surged his body forward. She tried to roll out of the way, but was not prepared for the tidal wave that came her way. She was swept up in a flurry of water that swept her off her feet. Like a stick in the tide, there was literally nothing she could do to escape. She was washed down the street, how fast she wasn't sure. She just knew that if there was a sudden stop, she would surely be killed instantly. She tried to strike him with her plasmoids, but to no avail. There was nothing she could actually _hit,_ like an eye, to cause any lasting effects. And she couldn't swim out of it. Not because of a lack of skill, but the forces being pushed against her body were too strong. If she tried to go one way, she was forced to go the other. The only real control she had over her momentum was the choice of going slightly left, or slightly right. And even that wasn't always the case.

Eventually, she felt her body rising, and she managed to come up for a quick gasp of air. In that brief glimpse, she saw an office space speeding past. She was inside a building, still being carried along by the powerful current. Thankfully, the same current which held her hostage also removed any and all obstacles in her way. All she had to worry about was aiming for doorways. Which was harder than she would have thought before being put in her current situation. Eventually, the last door crashed open, and she could see open sky. It only took the young Asian Mutant a second to realize what was coming next. Desperately, she tried to grab onto something, anything that would save her from her impending doom. But there was only gravel and a metal statue that stuck out from the side of the building's roof. Nothing that she could grab onto.

She could only scream at the top of her lungs as she was tossed off of the roof of the Empire State Building.

Xxxxxxxx

 

 _This is Whitney Chang of the Daily Bugle, coming to you live from Downtown Manhattan. We are currently in the middle of what seems to be a terrorist attack."_ The camera feed showed widespread destruction. Cars were on fire. People lay in the streets with horrible injuries. It looked like absolute hell to the eyes of the older woman watching the screen. _"The Mayor has enacted Martial Law for the time being. Police are out in force, trying to stop what seem to be actual 'Monsters' from harming more innocent civilians. But so far, they haven't been able to do so much as quell one. Rumors are spreading that-. Hang on, we've just gotten word that anotherzzkkkfff."_ May Parker turned off the television. She didn't need to see anymore to know what was going on. She slowly got up from her chair, and went into the basement. She crept down the stairs and she switched on a light. Before her was what had once been a well-loved family recreation room.

A large sofa lined one wall, facing the large T.V. Perfect for watching that big football game. A pool table was braced against the other wall. _Memories of a by-gone time,_ she thought as she walked through the room, and entered the hot-water heater room.

She sighed to herself deeply as she squeezed past the aforementioned appliance, and pressed her palm against a dusty section of drywall. Most would have considered this to be Ludacris or flat-out insane, but May Parker had a plan all along. The section of wall glowed the faintest shade of blue as it depressed itself against the rest of the wall. A hole opened up. Large enough for her to easily step through. For a brief second, she wondered if her husband had ever accidentally discovered this room. But she dismissed it. If he had discovered it, then he would have asked her about it. And if he had asked her about it then things would have gotten difficult.

Very difficult.

She would never have been able to explain the illegal weapons lining one wall. Or the technology, which would frazzle the mind lining the opposite wall. She passed her hand over her trusted arsenal. How many times had she polished each and every one of those weapons? Too many times to count. She knew every one of them inside and out. She could assemble and disassemble any one of them in a matter of seconds. But currently, they were of no use to her. She had a different objective, which was the blinking panel right in front of her.

Inside was housed a computer with the most advanced technology in the world. Even the richest people in the world would have a hard time affording it. The exterior shell was a cool chrome, while the buttons on the side were deep black. She quickly pressed a single one of those buttons, as she had on several occasions in the past. Less than twenty, in fact. This method of communication was, while still technologically advanced, dangerous. If the wrong person was to find out exactly what she was doing with this machine, she would most certainly be killed within a few days.

The display flashed again, this time bearing a message.

_'Where is he?'_

She simply typed the only response that she could think of. After all, an honest response was more acceptable than an outright lie.

_'Don't know. Orders?'_

Calmly, she waited for a response. As she had done for most of her life for the past seventeen years, ever since 'meeting' Ben Parker by 'accident'. Her mission was one of observation and patience, not one of direct action unless absolutely necessary.

_'Prepare for Phase 3.'_

_'Understood.'_ May Parker relaxed herself. Things were about to become a lot easier for her. Her mission was almost over, and she would be able to resume a more active role in things to come. Though, she did feel a great pang of regret for what it would mean for her nephew. She did genuinely care about him, and didn't like to think about all the pain he was about to experience. Because everyone had their breaking point, even someone as strong as he was could be shattered, given the right circumstances. And what was coming would surely shake his very core.

xxx

"I need a _scalpel!_ "

"Where's the heart monitor?"

"Give me an initial analysis, Doctor."

"I can't find a vein!"

"Not sure, Director Coulson. The-"

"It's awake!"

Eugene Thompson, once a star quarterback at his high school, who was on track to going professional snapped his eyes open. Everything he had been experiencing was like a bad dream. Something had ripped control of his body from him. He could see everything playing like a movie. He had watched as someone pulled the strings on his body, like a puppet. He had been used to engage Captain America in a one-on-one battle. Something he would never have done in his normal state of mind. Something no one in their normal state of mind would do. He had so wished that he had been able to put a stop to whatever was happening, but couldn't. And even now, all he could do was scream at the sight of his body now.

Gone were the chiseled good looks that had defined his reputation as a womanizer. The eyes that allowed him to bang most of the cheerleading squad. In their place was a rocky exterior. It was like something out of an old black-and-white film. It defied all belief. How had this happened to him? What did he do to deserve such horrible treatment? He looked back on his life, about all the entertainment he had brought to local football fans, about the pride he had won his school, and his team. Certainly karma could overlook other things he had done, like how he had rightfully ousted Kurt Wagner, the mutant freak? _No,_ it had to do the same thing to him. To make him an outsider. To make _him_ not belong. It just wasn't fair.

"I want him sedated!" a balding man, who looked like he was in his mid-forties wearing a suit said, waving his hand around as he did so. Clearly, he was the one in charge there. There were doctors as well. Plenty of them. They fumbled around with machines and tools that he didn't quite understand. Maybe they possessed a way of curing him. He looked to one side, and saw a pink-skinned woman chatting with the older man. He vaguely heard the words 'mass-destruction', 'Donald Blake' and 'response protocol'. He didn't pay them any attention though. All he was worried about was his personal situation. And how he would get out of it. "Now!"

"Working on it!" someone in a white lab coat replied as they rushed forward with a silvery syringe.

xxx

She was falling.

To her death.

Her screams acted like they alone would be enough to stay her fall. Her arms flailed uncontrollably, trying to fly like a bird. _Maybe,_ she thought, _I can grab a flag or something….._ her mind continued to whirl as she tried to focus her thoughts. She had maybe a few seconds before she hit the ground, and it was all over. She tried to call out to Jean, to ask for help. After all, Jean was more than capable of stopping her fall. But she was out of range. There was no way she would be able to help. A calm thought filled her mind. She knew that there was nothing coming to save her. There was no way she was going to survive the fall. Upon impact, her entire body would be turned into mush. Pudding, even.

There wouldn't be a body to bury. Police might not even be able to tell if she was human or animal. Windows plummeted past as she thought about how many heartbeats she had left. She wondered if it would hurt, in the end. Would she feel any sort of pain? Or would it be over too quickly to experience anything.

Fortunately, she never had to finish those thoughts.

Something impacted from the side. Her descent towards the pavement was stopped, less than halfway down. She strained her head to the side, trying to get a glimpse of her savoir, who seemed to be flying. All she could see was a thin piece of fabric stretched out between an arm, and a leg. So she knew that this flight was not a natural one. It was more like a gliding session. Though she had never actually been gliding before. And this was not a pleasurable experience. The wind continued to rip at her face. Everything that wasn't firmly attached to her body flew off into the wind. Already she had felt her jacket slip off, as well as her sunglasses, which were supposed to be hanging from her pocket.

Of course, a rough gliding experience was a much better than the alternative plummet to the pavement. A part of her mind marveled at how well he controlled himself in the air. It took only a few seconds for him to recover from grabbing her out of the air. In no time at all, he was keeping a steady altitude, with only a minor drop towards the ground looming. Of course that was inevitable, because they did have to stop some time.

"Hang on!" a rough, young male voice, belonging to her savior shouted. She, of course, being a completely rational human being, listened to him. She increased her grip tenfold when she felt him angle his 'wings' upwards and slow down. "This might hurt a little…." She watched as they glided over rooftops, coming closer and closer to them. But they were still going too fast. Touchdown would surely break bones. Of course, that was still much better than the alternative. She sucked in deeply as her saviour's legs touched down on the nearest rooftop, bringing about a lurching halt. She flew to the ground, retaining enough sense to tuck her legs into her chest. She rolled, feeling a piece of gravel cut into her cheek as she did so.

The tumble continued for several feet. She was half afraid that she would fall off the edge again. But she didn't. She came to a halt, and took a moment to cough up some residual water from out of her lungs. She shook her head, wiping her wet hair out of her face. She looked around, still hearing the sounds of a terrorist attack. She needed to get a bearing on her situation. She had no idea where she was. She looked up, and saw the Empire State Building, the very same which she had just been tossed from. The thought of her long fall brought her back to the present, and to the man who had saved her. She heard a grunt and turned her head. She saw a man pulling himself up. He wore a black-and-brown outfit that looked more like it belonged on a military officer. But he was clearly not military. He also bore a mask, of which half had been sheared off by the impact of their landing.

Along with most of the skin underneath. The whole left side of his face was a bloody mess. His cheek was missing entirely. Angry red blotches covered his eye. She could see his exposed jawbone. If it wasn't for the shock of her recent experience on the water-slide of death, she would have vomited on the spot. Instead, she was only overcome by the urge to help him, as he had helped her. Quickly, she ripped one of the sleeves off her black shirt off, ready to make it into a rudimentary bandage. She recognized him as the 'Vigilante' that had been 'plaguing' New York City recently, according to the Police station. But if his heroics had proven anything, he wasn't a plague. He was a hero, at least on the same level as the X-men.

"D _g_ n't bo _ss_ er," he tried to say, as he pushed her hand down. His words were slurred by the gaping hole in the side of his head. And possibly a concussion. "It' _cth_ a _k_ li _pp_ le di _kk_ icu _f_ t t _a_ ," Before her eyes, she saw his skin begin to re-grow. And in an instant, she knew what was going on. He obviously possessed a regenerative factor similar to Logan's. Slowly but surely, his skin began to sew itself back together. He spat out a tooth, as another grew back in its place. Within seconds, his face was back in good order. _And perfectly handsome,_ she remarked to herself, before realizing were they were. And what was going on at the moment. "…explain, but _shit!"_

The monstrous Hydro-man was coming their way. He had taken the form of a man's torso, leading the way of a tidal wave that covered the entire street.

"Friend of yours?" the masked Vigilante asked with a shrug.

"Just met," she winked as she looked for a way out of the path of the oncoming tide. There was none, however, that she could see.

"Don't mind me," the Vigilante said as he scooped her up in his arms with surprising ease. As the Hydro-man got within his arm's reach, the Vigilante tensed his legs and jumped. His timing was almost perfect, as Hydro-man might be lead to believe that they had been caught up in the wave of water that encased the roof. For a few moments, at least. He landed with a light _thud_ that traveled through his legs and up both their bodies. She however, only felt a slight tingle, even as he set her down. "Now you sh-"

"Look out!" Jubilee shouted, more to get him to move than anything as she reached out with her arms and sent a volley of fireworks towards the returned Hydro-man's eyes. Hydro-man, in return, shielded his eyes vainly, giving the Vigilante enough time to assess the situation, and pull them both into a side-street.

"You sure know how to have a good time," The Vigilante remarked as he shook his head. In his mad dash, the remainder of his mask had slipped off. Now she could see chiseled features, combined with a mop of sweaty, sandy-brown hair.

"Bet you say that to all the girls," Jubilee replied as she prepared to run.

"Only to the really pretty ones," he replied as they broke cover.

"Ha!" she chuckled, as Hydro-man burst into view, "gonna take _more_ than that to-" She stopped suddenly as something streaked overhead. It was like the meteors that had come before, but larger. It impacted the ground not far from them, sending out powerful seismic waves. On instinct, they both knew that there would be more trouble at the landing sight, and began to make their way towards it top speed. Even with the wall of water chasing after them. "This would _totally_ make a great selfie right now."

"Hashtag _run for your life!"_ the Vigilante smirked as they both continued to run.

xxx

Kurt couldn't quite describe what he was seeing. On one side of him, was a gigantic man made out of sand. On the other, was a flying seventeen year old girl. No words could properly explain to anyone the current situation. Even someone as used to the unusual as he was. After all, he was the one with blue fur. He watched as Carol Danvers clashed again and again with the Sandman. She would dive right through a section of his body, blowing a hole through it like she was some sort of possessed demon. Again and again she attacked mercilessly. It reminded him of something out of a comic book. The way she flew through the air, turning on a dime in order to strike the monster in a complete role-reversal. His amazement continued until he saw a portion of wall dislodge itself and begin to fall to the ground.

Below, he saw an old man trying to make his way to safety. But Kurt knew he would never make it in time, and decided to leap into action. He teleported himself down to the ground, grabbed the man's shoulders and teleported a second time, bringing them both out of harm's way. As soon as he re-appeared, the old man swatted him with an open fist.

"Freak!" the man snarled as he stepped away from Kurt, who had a brief moment of shock on his face. He had just saved this man's life, and he still treated him like an abomination. Under most circumstances, Kurt would have ignored him. But the blow was especially painful, after what he had just done. Was it so hard to thank someone you didn't like because they had saved your life? It wasn't as if the man's social standing would be adversely affected. There was no one else for him to be judged by.

"You're welcome!" Kurt shouted at the retreating man, as an armoured truck screeched into view. The marking on the side were clearly military. He just couldn't tell which branch. Ten men stepped out of the back, each weilding deadly assault weapons, and heavy-duty combat gear. Obviously they were there to help the police deal with the looming threat.

Their armour was advanced, he knew that much. He could see blinking lights from various devices on their bodies. The colour pallet was one of dark green and muddy brown. Perfect for guerilla warfare in a jungle setting, but not an urban one. A small coat of arms adorned their shoulders, but he couldn't clearly see it.

The problem was, they pointed their guns in the wrong direction. And they fired without warning. Kurt only barely managed to teleport away in time. More on instinct than anything, as he wound up right behind the men, who spun around. But this time, Kurt was more prepared. He disappeared into a cloud of smoke again, this time controlling his destination, and winding up where he had started off as one of the military men produced an rpg launcher, and aimed it at the building he was on.

A second later, they fired, and he was forced to remove himself from the area before picking a destination. This time, he wound up in a side-street behind the men. _Something has to be done…_ he thought to himself, as he realized that the men would most certainly find him again. He could go on the offensive, take them out before they killed him. But while he had no qualms about defending himself, he doubted that the government would take too kindly to him attacking Soldiers. He would be executed for sure, without a trial. He looked up, and saw Carol still in her haze, battling the sandman. Briefly, he wondered why the soldiers weren't shooting at her. There was literally no difference between them, except for the fact that her powers were more dangerous than his. If anything, she posed a much greater threat. So why not eliminate her? Not that he wanted that, of course.

xxx

"Erik, there's no time for this," Janet snapped as she pushed past the magnetism-controlling mutant rather roughly.

"Think about it," Lensherr replied honestly as the two of them rushed through the empty halls of her personal mansion. "The Police are as likely to shoot you as they are one of those things."

"I'm also thinking how Mutants are going to become scapegoats for all this," Janet replied with a snap as she turned into her armoury, were the _Winged Aerodynamic Specialized Protective_ suit was held. "If the public can see a mutant fighting back, maybe some will realize that we're not all that bad." She had been watching the news closely, and had seen the heroics of some individuals already, and thought it best for her to join them. It would send a message to the world about co-operation that was so desperately needed in the current climate. "Back up," she commanded.

"No," Erik replied sternly. "No, I won't let you do this. I won't let you kill yourself for our cause."

"You're the one who tried to kill yourself in the Gulf War," Janet snapped back with equal vitality. Even though Erik was larger, and more heavily muscled than she was, she knew that she intimidated him somewhat. Which was a good thing for a businesswoman. She needed people to listen to her when it counted.

"That was different," Erik replied gruffly.

"Not really," Janet said as she pressed the numeric code that unlocked the armour from the case it was in. "People are in danger. And I'm going to help them as best I can," she continued as she stepped into the suit, and felt it wrap itself around her in a comforting embrace. "Now get out of my way," she said, with the voice filtration software in the armour itself giving her a more electronic-sounding voice, which was partially by choice, partially without choice. She stepped out of the chamber in which the armour was housed, and onto the main floor. "It's time for a field-test anyway," she reasoned before shrinking down to less than five inches tall, and shooting off into the air.

xxx

"Explain it to me again," Coulson asked firmly as he paced the length of the hallway. In an off-shooting room, there was the sedated rock-monster being attended to by numerous scientists and doctors.

"I can't explain," one of his lead scientist, Jemma Simmons said plainly as she fiddled with her lab-coat. "Sir, not fully. Not until I can get a sample of one of those crystals," she elaborated as a trio of armed agents rushed past them, and turned down a different hallway. Brief tension hung in the air in the silence, which was only broken by Coulson's words.

"Then explain what you can," he said as he folded his arms across his chest. "Will that man in there die? And why are they turning on innocent civilians?"

"I don't think so," Jemma replied with a sigh, as she leaned against the wall in exhaustion. "Sir. His vitals are entirely stable, and none of the other….transformed have perished that we know of," she said as Agent Blake entered the hall, and made his way towards them at a rapid pace.

"Sir, we've got two more problems," Agent Blake said as he snapped to a crisp salute.

"Not now, Agent," Coulson remarked with a snap as he tried to push the man away. He didn't have time for petty problems. Not when the whole city was falling apart at the seams.

"Sir, Fury's in the building, heading this way." Blake said hurriedly, as he glanced to the side. "And General Ross is supposedly leading a foray into the heart of Manhattan. He's going to-…."

"Understood," Coulson cut in as new thoughts began to form in his head. There were more power players on the field now, some with more authority than him. He had to move carefully, if he wanted things to improve. Both Fury and Ross were like-minded. They thought that civilian casualties were acceptable, so long as their organizations looked good. They didn't care how many were killed because of their set-in-stone protocols. Coulson, on the other hand, had a different outlook. "Agent, take a team and retrieve one of these Crystals. Do. Not. Touch. It." He said as he combed back his hair. "Take a remote bot if you have to, but I want it back within the hour."

"Sir, yes sir," Blake replied stiffly as he snapped to a second salute.

"Doctor," Coulson continued as he turned to face Jemma, "I want you to prepare a room for our new friend," he said, indicating his head towards the room, in which the rock-man was being contained. "He will wake eventually, and I don't think he'll be too happy. I want class-five security on him at all times. Until we can assess his situation in more detail." As soon as he finished, he heard the footsteps of his superior officer behind him, and he turned to face Fury. Who, as it turned out, was as enraged as his name implied. His face was contorted with a mad expression, further proven by the words to come out of his mouth.

"Coulson, I warned you…." Fury began to berate.

"I know sir, I've got _all_ my men on it," Coulson replied quickly, before the more experienced Agent could get another word in. "We still don't know what's happening. I've just sent a team out to recover one of these crystals, and to bring it back to base." Fury's expression changed somewhat, and he nodded.

"Have you learned anything else?" he asked.

"No, sir," Coulson replied.

"Then come with me," Fury said as he turned around. "A friend of mine from out of town might be able to help."

xxx

 _Fuck my head hurts,_ M.J thought to herself as she opened her eyes. Not that that did any good, given how it was pitch black. It was so dark, she couldn't see two feet in front of her face. In fact, she couldn't even see one foot in front of her face. But, she realized that even being able to see was a good thing. It meant that she was still alive, and that Gwen's crazy plan to go deeper into the basement had been a good one. It had probably saved her life. She raised her head, trying to get a better sense of bearing as she reached for her pocket. Inside, she found her cell phone, and clicked the screen on, providing a suitable flashlight for her to use.

The air was thick with dust. The space she was in was less than the size of an average bathroom. If she stood up, she would easily be able to touch all four 'walls' at once. But she had other priorities, given how she was completely alone. She spun her head around, confirming that she was indeed alone.

"Is anyone there!?" she called out as she tried to rise, only to find that the 'ceiling' was too low.

"Yes…" a weak-sounding voice replied from the other side of one of the walls. The voice was male, so it definitely wasn't Gwen. But it was a start. "Anyone with you…?"

"No," M.J. replied as she tried to think of what to do next. She looked at her phone, and saw that there was no service available. So calling for help was out of the question. For the time being, they were stuck there, until someone found them. Which could definitely be a while. "Any with you?" she asked, hoping to get a better idea were this man was. If it was possible, she was going to try and find a way to him.

"Two," he replied with a loud cough. "Two kids and…. _oh god…_ I…I can see someone's leg. Just… _Just_ there leg. I…"

"Now's not the time to freak out," M.J scolded as she pressed her ear against the wall. She could hear the muffled sounds of what sounded like three people, two of them obviously a lot younger than the other. She continued to crawl until she managed to find a small gap in between two collapsed walls. It was just large enough for her to squeeze through. She managed to pull her entire torso through before the man, who looked like he was in his mid-forties, saw her. Luckily the man had had enough sense to pull out a cell phone, and lay it on the ground in order to illuminate the whole area. Off to the side, she could see the two children, a small boy and a girl, both no older than eight years old. The man winced as he rolled over, and tried to help M.J through. But, clearly some sort of pain overtook him, and he fell back against the wall.

"Sorry…" he said with a gasp.

"Don't be," she replied as she finished pulling herself through. "Heard from anyone else down here?"

"Not yet," the man replied as he shifted himself into a better spot. M.J. eyed him quickly, noting how he no longer appeared to be in pain. Perhaps the pain had only been momentary, or it only happened when he moved in certain ways. "No service?"

"No service," she replied with a shake of her head. "I think _most_ of the building missed us. But we'll still be buried for a while.

"I'm not worried," the man sighed as he closed his eyes briefly. "Former Military Doctor. I remember seeing what-"

"Kids don't touch that!" M.J. snapped, as she saw the young boy grab a small chunk of stone and pull it free of the wall. While the action was innocent enough, it could bring more rubble down on their heads. "Come here," she said, in a softer tone as she waved them forward. They both shook their heads in defiance and retreated within themselves. "Come on," she said, as she leaned forward, "I'm not here to hurt you. Don't worry. We're all friends here, right Doctor?" She hoped that the use of the title would convince them to walk over. She wanted to get a better assessment of their condition, to see if they had any injuries that needed to be dealt with.

"Yes..." the man added in, "yes. Come here, let me look at that arm." The children sauntered forward, and M.J. could see that one of them was nursing their arm. They both looked at her apprehensively, like they weren't sure about what they were doing. Maybe it was just the whole situation making them nervous, but M.J. could feel the hairs standing up on the back of her neck. "Oh, this'll be fine," the man said in a casual tone of voice as he examined the boy's arm. M.J watched him run his fingers over the limb, and saw that there were tears forming in his little eyes. He was still in pain. Every time the Doctor ran his hands over one particular spot, the boy winced. "Just needs a splint," the Doctor smiled, which sent even more shivers down her spine. "What's your name?" he asked the boy, who looked towards M.J. She nodded back, giving him a go-ahead.

"James," he said shyly.

"Well James," the Doctor smiled, "you've got a broken arm. But it's not a bad break. You'll do just fine," he continued as he patted the boy's head. The boy looked as though he was about to burst into tears at any second.

"You're a tough little man," M.J said, trying to re-assure the boy. "I fell once, and broke my arm. Cried for _hours."_ She chuckled as the girl crawled to her other side, so that M.J was in between her and the doctor. "By the way," M.J said to the three of them, "my name's Mary-Jane, in case you were wondering." The doctor let out a short cough as soon as she spoke, and the girl tensed up slightly.

"Denise," the girl said quietly.

"Denise," the Doctor said with a nod. "That's a good name. My name's Parker," he coughed slightly, and shook his head. "Doctor Eric Parker."

xxx

 _You know,_ he thought as he ducked under a swinging metal ball, that was attacked to a chain, in the hands of a rather intimidating-looking man. _This day is going fairly well. Aside from all the mass destruction,_ he continued as he leaped over a second swinging blow, and closed the distance between himself and the man in order to deliver a knockout punch. _Sure, I got half my face ripped off…but I wound up saving someone's life in the process, so…_ he rolled underneath a punch that was thrown by one of the ball-and-chain man's partners, who seemed to possess a strength level similar to his own, if not greater than. He jumped out of the way of a crushing follow-up, and delivered a powerful countering kick to the man's jaw. The blow, however, just seemed to bounce off and Peter landed with a _thud_ next to the young woman who he had saved from an untimely death. Together, for the past half an hour, they had been working to stop the madness from devouring the entire city. Long-gone was the water-man who had thrown her off the roof, but Peter knew that he might return, and was already trying to think of ways to contain him. Of course, when he wasn't busy with other threats, like the four men they were engaging at the moment.

"Wow you really suck at this game," Peter mocked as he struck one of the men's kneecaps, and kicked another's face. "And you're ugly, too!"

"You _are_ talking about _them,_ right?" the young Asian Mutant replied as she fired off a multicolored beam of light. He assumed she was a born mutant, given how she hadn't gone on a rampage like the other 'changed' mutants had. Not that it really mattered to him, of course. She, in his mind, was a decent upgrade from the Succubus.

"Relax, _Strobelight-_ girl," Peter remarked as he vaulted over the man, who was wearing an Inmate prison jumper. "You're far easier on the eyes then Enie, Meanie, Miniey and Moe."

"Should I be insulted that you're comparing me to them?" she asked as she blasted another in the eyes. "Or flattered that you said I'm easy on the eyes? And don't call me Strobelight-girl. I'm eighteen. I'm a woman."

"Eighteen, eh?" The man Peter had just kicked spat. "How 'bout you 'n me go round back an'… _heeeikkk!_ " He practically dropped to the ground as she drop-kicked him right in the crotch. That was the first time any of them had actually spoken. So of course it had to be something revolting that matched their personalities perfectly.

"No you should not be insulted, Ms. _Bedazzle,"_ Peter smirked as he spun on the spot, and prepared a wrist-mounted device of his own design. It was somewhat bulky, and he was still working out some of the kinks. He pressed one hand onto the side of his other forearm, were the device was located, and pressed a button. Out of the end a thin cable was launched. It passed over the back of his hand with the speed of a bullet, and made a beeline for the Inmate in front of him. "Get over here!" he mocked as the cable latched itself to the man's shirt, and Peter gave a tug, yanking the whole man off balance and straight into the path of his fist. "In fact, you should feel pleased. Because I…" he was cut off by his phone ringing, and he decided it was best to answer.

"Y'ello?" he smirked as he ducked around a swinging fist. In response, he connected a counter-punch, and a sweeping kick before he got a response on the other end of the line.

"Peter…I'm…I'm trapped…."

xxx

"General Ross, when I requested-" George Stacey began to say as he was confronted with the grey-haired, moustached man in front of him. "When I requested the Military, it was to help capture these…things. _Not_ to place the entire city under your complete control!" He half-roared in disgust. He had only just met the man, and yet he was hating him more and more by the minute. Currently, they were standing under the pavilion of one of the remote stations George had set up around the City. Around them, a mixture of civilians, EMT's, Soldiers and police ran about, accomplishing various tasks.

"It has become clear to me," General Ross snarled as he chewed on the end of his cigar, " _Captain,_ that you are incapable of performing your duties to their fullest extent here. Obviously, the situation is more than what you can handle," he continued as he forced George to take a step back, away from him. Though neither of them broke eye contact, not once. All of his junior officers had wisely stepped out of the way, knowing the shit-storm that was about to go down.

"What I can handle," George replied, as he thought about those words. How could he best explain to the General all the sacrifices he had to make for his job? His marriage. His wife. His best friend. Those were things he would never get back, no matter how much he wanted too. But clearly, Ross wasn't that kind of man. George had read about him before, about how he was a decorated commander who believed in maximum force necessary. He believed in breaking the spirits of the enemy forces, so that they wouldn't rise up again and threaten his country.

All George saw was a bully with an official title.

"You have no idea what _I_ can handle," he said firmly, not backing down, even as the General blew smoke in his face. Absolutely disgusting, in his mind. "And I will not allow your men to put people's _lives_ in jeopardy just to make you look good. _I_ am the one in charge here, General, until the government says otherwise. This is _my_ city. My people, and-…" he was cut off by a purple and black ' _hole'_ appearing in the space beside him. Immediately, both he and Ross forgot about their problems as they drew their side-arms and prepared to fight whatever came through.

Six soldiers joined them, raising their rifles in a fire team structure as they waited for precious seconds. Eventually, a body that George knew he could trust stepped through. Captain America gave them all a steady look, his eyes falling on George last. Obviously, the man remembered him. And the Policeman gave the soldier credit. He could see actual grief and remorse in the back of his eyes. After the Captain, three more bodies followed. Two men in standard-issue Howling Commando gear, and a pink skinned, pink-haired woman in similar attire. It was no surprise that she drew the most attention, and suspicion, with the Soldiers turning their attentions on her. Same with their weapons.

Evidently, she didn't care about that. She seemed content to stay perfectly still as the Captain stepped forward, presenting his shield first. The movement was not aggressive, but it did clearly place him in between the young woman and the majority of the weapons rather smartly. After all, no one in their right mind would shoot _Captain America._

"We're not here for a fight," the Sentinel of Liberty said calmly, as he motioned for all weapons to be lowered. Out of the corner of his eye, George saw Ross signal for two men to flank the Pink girl, obviously out of mistrust. "We've got orders to retrieve one of these crystals. Our satellites show that-" Something big crashed into the street beside them all, sending most present to their knees. Those who remained standing, such as George, rushed over to the source of the impact, which was now a smoking crater. He, along with Ross, one of the male Commandoes and the pink girl, were the first to reach the crater, which was large enough to fit an entire two-story house. A television crew was soon to follow, but George stopped the reporter in her tracks.

"Get these people behind a barricade!" he snapped, ordering three of his officers to come to him. "No one goes down there!" He continued as he led the woman away, and subtly pushed two more back behind the growing line of Police and Soldiers. "We're studying this one here," he continued, knowing that the key to the whole situation was at the bottom of the crater.

"Agent Blake!" Captain America shouted hoarsely, "Stay back!"

"You guys here that?" the male Howling Commando asked, as he took a few tentative steps towards the crater.

"That's an order!" Captain America snapped, as George turned around to see what was going on. He saw the younger man step _into_ the crater. He began to make his way down, as George started after him. Only, the Police Captain was stopped by something invisible. Like a wall. Something prevented him from getting closer. And he saw that Captain America was having the same difficulties. "Blink, get him out of there now!"

"Yes, sir," the Pink girl replied with a nod. She stepped forward, and thrust out a hand. Out of her hand shot a silvery 'dart' that began to make its way towards the wayward Agent. However, the dart sped off to the side, and created another purple-black hole in the air. She furrowed her brow, telling George that she had missed, and that was a rare occurrence. She tried again, with the same results. And again. With no difference. "I…I can't. There's something in my way," she explained.

"Shoot him," Ross barked as he raised his sidearm. "We can't have another one of those freaky things running around. Shoot him, Captain," he continued, as he fired off a single round. Out of thin air, a bubble encapsulated the entire crater, with 'Blake' still inside. And still moving towards the centre of the crater, which was still obscured by a cloud of dust. The bubble was a silvery-blue colour, and shimmered with electricity. George found himself agreeing with the General, and tried to shoot through the barrier, to no effect whatsoever.

"It sounds like…music…" Agent Blake said from the centre of the crater. Currently, he couldn't be seen due to the unnatural about of dust sitting in the bowl of the crater. "Sir there's something down here…"

"Don't touch it!" Captain America roared, as he charged shield first into the barrier. Only to be blown back across the street, and into a police cruiser. The clouds overhead darkened, and began to swirl in intricate patterns. In the distance, thunder rolled and lightning began to cackle as rain pelted their bodies. Whatever was coming was not a good omen. A loud blast of thunder rocked his ears as Captain America rushed back to the crater site as fast as his legs would carry him. "Blake! Don't touch it! Do you hear me! Don't-!"

_**Krakakrakakrakakraka-koom!** _

Lightning struck the crater itself, shattering the barrier and sending them all flying to the pavement. People began to run in terror as the smoke cleared. Gone was the young Agent, and in his place stood a man rippling with muscles. Fine silvery armour adorned his chest, forearms and shins. A matching helmet with wings stood on top of his head. Behind him, a luxurious red cape flowed in the wind. But no one was looking at those. No, their attentions were on the object in his hands. He held tightly onto a war-hammer made of a dull grey metal. The shaft was wrapped in black leather. One side of the hammer's head was flat, like a sledgehammer, while the other was bladed.

"Agent Blake…?" Captain America asked tentatively, as he gripped his shield tighter. The man did not respond, he only looked up with blank, expressionless eyes. "Donald? Respon-"

" _Hrrggah!"_ was the only response received from the hammer-wielding warrior. He swept his weapon around in a deadly arc, smashing it into the Captain's side as the thunder-storm around them intensified a hundredfold. George leaped into action. There was no way he could go toe-to-toe with someone who had just tossed _Captain America_ aside like a rag-doll. He decided that it would be best to focus on clearing the area of anyone who could wind up getting hurt, or killed in the battle.


	10. ....when Earth's Mightiest Heroes stood united against a common threat.

"Agent Blake…?" Steve asked tentatively, as he raised his shield into a semi-defensive stance. He did not want to be caught off-guard by an attack. And the hammer in the man's hands looked fairly deadly. His whole body seemed to cackle and roar with pent-up energy. It was like he was a storm, waiting to be unleashed. "Respond. Now," he continued as he slowly edged away from the man, looking for ways to turn the situation in his favour. There were too many civilians still in the area to risk a throw-down between the two of them. Not to mention he was afraid how a confrontation would end.

"Clear the area!" General Ross shouted as he waved his weapon in the air wildly. _Typical bureaucrat,_ he thought to himself as he continued to assess the situation. _Giving orders when the situation is under control, and the first to leave when it's not._ "Move! Move!" the General bellowed as he leaped into a nearby truck, which promptly sped away from the scene.

"Blink get these people out of here," Steve ordered, keeping his calm, collected tone as he readied himself for a tough fight. "Then see Coulson about bringing in some heavier firepower," he continued as Blake turned to face him directly. Completely gone was Agent Donald Blake's usual, fun-loving expression. In its place was that of a hardened warrior, who gripped his weapon with powerful hands.

"On it, Captain!" Blink snapped as she rushed off to the side, ushering a news-crew away. Though he noted how she stayed within range, so that she would be able to bail him out of danger in a pinch. A fact which he greatly appreciated by the Super-Soldier as he mentally prepared himself for the battle. After careful observation of the video-feeds he had seen, the 'corrupted' were not capable of tactical thought. They all did extremely idiotic things, such as running straight into the path of oncoming bullets. He had even seen one smash its head into the fist of an extremely acrobatic man, thereby knocking itself out.

" _Hrgah!"_ Blake roared as he raised his new hammer into the air. Steve was faster on the draw, however, and threw his shield straight into his stomach. His defensive weapon struck Blake in his most vulnerable place, causing him to keel over before his charge began. This gave Steve more than enough time to close the distance between them, and deliver a powerful uppercut to Blake's chin, which caused the man to fall backwards slightly. Pressing his advantage, Steve whirled around and stuck his foot out, catching Blake in the jaw. A ripple travelled down his leg, as Steve re-gained his footing. There was something off about how the blow had landed. He had been hurt more than he should have been. Obviously, the change had affected more than Blake's outward appearance. " _Haakkk!"_ Blake recovered faster than Steve could have predicted, and swung his hammer around in an arc, knocking him back, into the side of a car. Temporarily stunned, Steve could do nothing as he watched Blake charge forward, ready for that killing blow.

Out of nowhere, a rocket flew through the air, and impacted the ground several feet from Blake, sending him sprawling. Steve looked to the side, and saw Agent Daniel Rand standing there, holding the launcher. His expression was grim, but not unforgiving. Steve knew that he had missed Blake on purpose, and was hoping to snap him out of it before he killed someone. A hope which Steve shared, as he rolled to his feet, grabbed his shield and charged his shoulder into Blake's chest. They both tumbled to the ground, and Steve drove his fists into Blake's chest, unaware of the Agent's legs being perfectly placed under his own, until it was too late. Steve was tossed back onto the pavement as Blake leaped high into the air. The super-soldier could only raise his shield to intercept the incoming hammer-strike.

A powerful shock-wave radiated out from the blow, sending everyone, save for Steve and Blake, to the ground. The mindless Agent took the opportunity to grab the underside of the Captain's shield, and haul him across the street with a simple flick of the wrist. Steve landed on his back, and only barely recovered in time to roll out of the way of a second strike, this one seemingly laced with the power of lightning, as several small bolts escaped the tip of the hammer. A million thoughts processed through his mind at that point. Something was forcing Blake to do this. Something he didn't fully understand. But he knew that once his previous opponent, the rock-like thing, had been brought into the Commando's base, his mind had become his own. So the obvious plan would be to get Blake back to the base, and hope for the best.

"Blink!" Steve shouted, as he turned his head slightly, to face the Pink-skinned soldier, who nodded. "Get us to-"

" _Aaaaa!"_ Her scream split the air, as 'Blake' let loose a powerful blast of pure energy from the tip of his hammer, simultaneously confirming Steve's theory about the weapon and removing his means for transporting him to safety. Blink, less than a second after she was struck, managed to open a portal in front of her body, re-directing the blast away from her body. But, obviously the strain was too great, and she passed out a mere second after the deed was done. She would be of no more help for some time. At least, not in time to be of any use to him in the battle. Steve turned his attention away from her, and re-focused on the hammer-wielding assailant, analyzing what he knew about him. Blake was strong and powerful now. He could easily kill Steve by landing a blow to the head, so the Super-soldier elected to avoid those.

But he also noticed that Blake was slow. Slow enough for Steve to get around his strikes with ease. Mostly due to his superhuman physiology. Normal humans would have some difficulty evading his strikes, so for the time being, Steve elected to rely on only himself. _Unless Spider-woman drops out of the sky,_ he noted as he raced to the left, out of the way of a beam of lightning. As he ran, he tossed his shield in Blake's direction, catching the man in the shoulder as he did so. Thus negating a follow-up attack for a brief few seconds as he closed the distance between them. As the shield returned to his hand, Steve stretched out his other hand, grasping the handle of the hammer firmly.

Only to be thrown back violently by a powerful blast of pure energy. He fell against a wall, barely conscious enough to see a woman with a mane of red hair somehow lift a car without touching it, and throw it directly at Blake, who deflected the vehicle with a swing of his hammer.

xxx

"Coulson, in here," Fury snapped, as he opened a door, to a rarely-used section of the base. Coulson could not actually remember the last time he had been in that section of the base. It certainly had been quite some time. Perhaps more than a year. The room itself had four walls, coloured a boring grey, with a black ceiling. An eerie cold gripped him as he entered, and eyed the wheelchair-bound man sitting at one end of the single table within the room. The man, who was entirely bald and wearing a sharp brown suit complete with a tie, did not look up. He appeared to be deep in concentration. Coulson shook his head as he realized there was yet another body in the room, joining himself, Fury and the bald man.

This one was a woman. She had waist-length black hair, with two golden ribbons weaving through it all. Her clothing was unusual, being a deep red colour, and slightly outlandish. He thought he had seen it before, but couldn't quite place it in his mind. Something told him that he shouldn't look at her, as she seemed to radiate pure power and control. As did Fury. As did the bald man. Coulson could almost feel himself getting smaller and smaller by the minute in the presence of the company he has in. He did his best to put on a poker-face, but knew that all three of them could see right through him, like he was a glass window.

"None of what is said in here," Fury snapped plainly as he assumed a seat at the table. "Leaves this room. You will not tell _anyone_ what has happened here," Fury continued as he crossed his fingers in front of his chest. "Not unless I order you to. Am I clear?"

"Yes sir," Coulson gulped, as he felt the red-clothed woman's eyes boring into his soul.

"He shouldn't be here," the woman in red snapped coldly. She spoke with an accent that he recognized as vaguely Eastern European. "This group was founded on the principle that _every_ member would be present for-"

"Seeing as you disagree with the _Queen_ ," the bald man said plainly, as he looked up for the first time. Coulson found himself having the weirdest sense of déjà vu. "Every time we convene, _Witch_ , I fail to see why you would want her presence today."

"And," Fury added in with a slight incline of his head, "your….personal relationship with the Doctor is even greater. You-"

"Enough," the red-woman snapped aggressively. "I see your point. But you should have discussed this with the rest of us Fury." She turned her gaze back to Coulson, continuing her examination of him. "Situation report, now," she said in a crisp tone of voice that sent chills around the room.

"I…" Coulson stuttered, unsure of himself.

"That's an order Coulson," Fury snipped as he set his hands down on the table. "For all purposes, these two are your commanding officers. Treat them as such." He looked around the room once more before taking in a deep breath. He was still rather unsure of himself in the whole situation, and would have preferred to be out in the field, sorting out the problem at hand. He didn't have enough information to be comfortable in explaining what was going on, least of all to these people, who quite frankly, scared him. Almost on instinct, he got a feeling that there was more power in the room than in the entirety of the White House, or the Pentagon. Perhaps both combined.

"At approximately Eleven Hundred Hours," Coulson gulped nervously as he leaned forward, "An object of unknown origin touched down in downtown Manhattan, bringing a Skyscraper down with it. We-"

"Spare us the details," Fury snorted with indifference.

"-more objects followed," Coulson continued, slightly shaken by Fury's cold demeanor. Lives had been lost, after all. "And upon skin contact, they transform human beings into….something else." He said as a collective nod traveled around the room. "We have one of these individuals in custody. He seems to have snapped out of some sort of trance. The same trance which is affecting the other transformed in-"

"Xavier," the red woman interrupted abruptly. "Have you detected anything out of the ordinary?"

"I have," the bald man replied as he rubbed the side of his forehead. "There seems to be an immense Psychic presence. I've been trying to locate it but-"

"But try harder," Fury snapped with gritted teeth. "You are supposed to be the most powerful telepath on the planet. So do your job," he continued as he tightened his hand into a fist. "Or do I need to motivate you, again?" Coulson looked around the room again, feeling that the air was thick with electricity. There was a lot more history here than what he knew, that much was certain.

"No," Xavier replied with a short huff. "No, you do not. There is more than one Telepath at play here, though," the bald man continued as he narrowed his eyes in concentration. "Their efforts are spread thin, however. And while they are powerful," he elaborated further. "I believe that I can pin-point their location. One of my students is-"

"No one else is to be brought in on this," the woman in red barked. "The Illuminati are-"

"She doesn't have to know what's going on," Xavier retorted with confidence. "And I will not tell her. But," he elaborated, "I cannot do this on my own. A telepath will have to _physically_ travel to the source of the disturbance in order to eliminate the threat. And given my disability," he said, motioning to his wheelchair with one hand. "I should not be me." Both Fury and the Red clothed woman exchanged a glance. "It should not be me. I can rec-"

"We have assets in the field," Fury said simply as he turned to face Coulson. "Get Captain America on the line, once Xavier knows the location of the telepaths, I want him to lead a team there. Apprehend whoever's doing this with extreme prejudice. Dismissed."

xxx

"How long you think it's been?" M.J asked, more to break the uncomfortable silence than anything. She didn't like just sitting there, in the dark waiting for something to happen.

"Several hours, I'd imagine," the Doctor replied with a sigh.

"Are they looking for us?" the young boy, James, asked sheepishly from where he was curled up against M.J's side. Both children had immediately rushed to her side, over the Doctor's. She took it as a sign that they were as uncomfortable around him as she was. Not something that was assuring in their situation. _At least he's not a serial killer,_ she mused as some rubble to her left was disturbed by something moving. "The firemen are looking for us, right?"

"Of course they are," M.J said as she rubbed his shoulder comfortingly. She didn't want to tell the boy that it would most likely be a few hours before they were discovered. If they were found at all. She remembered the last time New York had been in a situation like the one it was in now. She remembered seeing the footage of countless bodies being pulled from the wreckage for weeks on end. "It's their job, remember?" Both children simply nodded their heads, as a section of wall moved. Someone was behind it. M.J grasped what she could of the wall and pulled it away, showering them all with dust and revealing a small tunnel.

The tunnel was about four and a half feet wide, and three feet tall. And most of it was occupied by the head and shoulders of none other than Gwen Stacey. Her best friend was covered in dust, dirt and mud. M.J was quick to grab her by the forearms and help her through the last section of the tunnel, and bring her into the little 'room' they had. Almost immediately, M.J could see a crimson streak running down the side of her friend's head. "Gwen are you-?" she asked desperately.

"Alright?" Gwen replied with a cough, "no. We're buried under a skyscraper. And I think I have a concussion." She glanced to the side, seeing the two scared children sitting there, slightly cowering in fear. "But, I'm still alive. So there's that at least." She pulled herself into a sitting position against one of the walls, and slumped her head back, letting out a deep sigh as she did so. "I think I was knocked out halfway down the stairs. I kinda remember something pushing me out of the way of a piece of wall," she elaborated as she half-closed her eyes. "When I woke up, I was buried under a couple of two by fours. Managed to pull myself out," she said as she rubbed the side of her head. "And searched for a way out. That's when I found you."

"Is your phone working?" the Doctor asked directly.

"No," Gwen replied, "I used the last of my juice to try and call the cops. My dad's a Captain," she grunted tiredly towards the Doctor, "no luck. No signal."

"A shame," the man replied. For the briefest of moments, M.J could have sworn she saw a smile flash across his face. _Trick of the light_ , she told herself. No one in their right mind would actually _like_ the idea of being trapped underground with no reception.

xxx

"You're gonna owe me," the Vigilante quipped as he vaulted over the head of one of the two remaining super-powered criminals. As he flew, he delivered a kick to the man's hed, forcing him to drop the ball and chain he was holding. But Jubilee had no time to focus on the minute details of his maneuver. She was currently concentrating hard on the man's companion, who was swinging a massive crowbar back and forth in wide arcs. One of his blows had managed to snap a sign in half. So she decided that it would be in her best interests to stay out of the way of the weapon.

Which was a lot easier than she had originally assumed. While this man was big and strong, he was also clumsy and slow and stupid. She managed to buck and weave around his sloppy strikes with ease. Eventually, she maneuvered herself into the perfect position to strike back with a blast of fireworks straight into his open, unprotected eyes. The man howled in pain as he rocked back, straight into a car.

"Fine, I'll give you my cell number," Jubilee remarked as she checked her sides, looking for more danger as the Vigilante struck the remaining man on the side of the head, knocking him out cold. "That's what you want, right?"

"Well it's a start, Sparky," the Vigilante quipped, seconds before they both heard the crack of thunder splitting the air.

"Don't call me _Sparky_ ," Jubilee snipped back to him.

"Fine, I won't call you sparky," he replied with a whistle. " _Sparkle-puss."_

"Better," she said as she broke into a steady jog, wanting to get to the source of the thunder, which was not far off. Beside her, the Vigilante did the same. He kept a steady pace, never leaving her side as they ran. "I guess its loads better than _'The Hood'."_ She said with a subtle wink in his direction as they turned around the corner.

"Fair enough," the Vigilante replied as he leaped over a section of rubble that was strewn across the street. "Got any other tricks up your sleeve?" he asked as he landed, and continued to run, never losing his stride.

"Yeah," she huffed slightly, "Yeah, I do. Wait and see," she mocked as an unbelievable sight unfolded before their eyes. Jean was battling it out with a heavily-armoured man wielding a hammer. His heavy blows shook the ground they all stood on as she tossed whatever she could grab onto at him. Cars. Benches. Rocks. Anything was fair game. People had long ago deserted the area, it seemed. The only other remaining people was the Living Legend, Captain America, and an unconscious pink-skinned woman. Immediately, Jubilee leaped into action. She knew that she wasn't a powerhouse like Jean, and should stay well away from the hammer wielding maniac.

Instead, she opted to assist the Pink woman, who was stirring slightly. She was to prone, too exposed, to stay where she was. Jubilee knew that if she wasn't moved out of the area, she would most likely be killed on the spot. Acting fast, she gripped the undersides of the woman's arms and began to pull her away from the carnage. She stirred slightly, mumbling something about _separation._ But she didn't make any sense, so Jubilee decided to chalk it up to a mere head injury. All the more reason to get the woman to safety. She spotted decent cover nearby, and began to make her way there. Unfortunately, the cover was completely destroyed by the Vigilante, as he flew through the air, and crashed into it. Jubilee saw his arms and legs sprawl out at an alarming angle, but knew they would pop back into place within a few seconds. "Great," she muttered as she tried to find an alternate solution to their problem.

xxx

"We can talk this out…" Kurt pleaded as he teleported from one place to another, out of the way of flying bullets. "Please, there is no need for-"

"Take him down!" one of the soldiers, the one with a black insignia across his helmet. Kurt took the symbol to mean that he was the one in charge of the entire squad, and decided to focus his pleas on him. Of course, with Kurt looking like he did, there was no way he was going to get through to the man. But he still had to try and be reasonable. Bullets pinged by his shoulder as he tried to rush the men. _Perhaps I can scare them off,_ he thought to himself as eh teleported to the right, out of the way of their sights while still maintaining his forward momentum. He smacked his shoulder into the lead man's chest, and teleported them both away, onto the rooftop.

"There is no need for-" Kurt began to say once more, only to see the man pull a knife from his pocket. Kurt was quicker, though. He used his tail to grab the man's wrist and yank the weapon away. He felt the man's wrist snap and crackle under the intense pressure. But a large portion of his mind didn't care. The man had tried to kill him, and he deserved the pain. _No,_ he thought to himself as he backed away, releasing the man. _No, I'm better than that. No one deserves to-_ his train of thought was interrupted by several bullets streaking past his head. They were coming from down below. The soldiers had gathered themselves, and returning fire. Obviously, they were confident enough in their skills as marksmen, given just how close their general was.

"Kill it!" The General roared as he pulled out his own side-arm. Kurt disappeared in a wisp of smoke as a rocket powered grenade flew past his ear. He was not the intended target. If he had been, he would be dead. As he re-appeared, his heart dropped in fear. The Soldiers had been aiming at _Carol,_ not him. A hail of gunfire flew in her direction. But, by some miracle, she raced high above it before the lead bullets could reach her. Given how their attention was diverted for the moment, Kurt took the opportunity to gather himself. He needed to get out of there, to find shelter. The problem was, a good chunk of his personality would not let him just _abandon_ another Mutant. He had to help her.

"Stop!" he heard her scream.

"The boss want them both _alive!"_ one of the soldiers snapped above the din of explosive gunfire. "Get the nets!"

"Leave me alone!" Carol shouted again, as she began to present a moving target. "Leave _us_ alone! What have we-!" They didn't give her a proper chance to respond. Instead, one of the men produced a large device, which Kurt assumed was one of the launcher for one of the 'nets' they had mentioned. He had seen similar designs during his time with Janet Stark's company. He knew how they worked, and their approximate launch trajectory. He did the mental math, and saw that the soldiers were aiming slightly to the left of Carol. Which was the only direction she could actually go, as there was a skyscraper to her right.

"Fire!" the General snapped. As the net left the shaft of the launcher, Kurt leaped into action. He teleported himself straight into its path, catching it before it could reach the female Mutant. Unfortunately, he felt a massive surge of electricity flow through his entire body. He fell to the ground, hitting his shoulder hard as blackness enveloped him.

xxx

"I've never seen Nick Fury so on edge," Charles said as he wheeled himself out of the room. Beside him, the elegantly dressed woman he only knew as 'The Sorcerer Supreme' walked with calm purpose. "He is usually so….under control."

"Everyone is on edge," the Sorcerer replied with a cool tone. "Especially on today, of all days."

"Your powers," Charles said as they continued down the corridor. "They allow you to see the future, correct?"

"Among other things," the Sorcerer replied crisply. "I know what you are going to ask, for instance. Yes," she continued as they turned around a corner. "I knew this was going to happen. It has to," she explained, not that he fully understood. If she knew that something this terrible was going to happen, why didn't she act on it? From what he understood, she was more powerful than any Mutant he had ever met. It was quite possible that she was the most powerful being in the universe. By lifting a pinky finger, she could end all war in an instant. "Because I see something greater coming out of this tragedy."

"Like a phoenix from the ashes," Charles remarked idly. "Still, why not intervene? Force your own will on those involved?" He asked, testing her for a response. He still needed to know if he could trust her, even after all the years that the group had been gathering in secret. And never before had he been presented with such a golden opportunity.

"It is ironic that you would use that phrase, Charles," The Sorcerer replied with a slight chuckle. "Considering what is to come. But," she continued as if nothing had been said, "you yourself have said on multiple occasions that one cannot misuse their power. I believe that forcing my will on others would be a gross misuse of my talents. Not to mention dangerous." She said as they turned down yet another hallway, towards their destination. Xavier understood what she meant perfectly. They both knew how dangerous their allies were. Once, many years ago, he had been forced by Nick Fury to do something against his will, in exchange for the safety of his students.

 **[A rock and a hard place if ever there was one,]** Charles communicated telepathically.

 **[I could not agree more,]** The Sorceress replied, not at all phased by him making a telepathic connection between their minds. Perhaps she had been expecting it. Or perhaps she had manoeuvred him into doing it. Either way, he did not care. He had something to say, and it needed to be said in private.

 **[You don't trust Fury, or the other two, do you?]** He asked simply.

 **[Do you trust them?]** She replied calmly.

 **[No,]** he said as his chair came to a complete stop. The hair on the back of his neck rose up immediately, as he realized that he had not touched the brakes. He tried to move his hands, but found that he could not. He was completely rooted on the spot, and terrified because of it. His eyes flickered towards the Sorcerer, who stepped in front of him, and turned around to face him fully.

 **[Listen to me, Charles Xavier,]** She said in a slightly more deadly tone of voice. One which sent shivers down his paralyzed spine. **[Your two students will be needed in the coming battles. They will be at the forefront, along with the others from today,]** she elaborated as she gave him a slight nod. **[You must let them join, if things are to work out. Though the choice will cause great pain, it is for the best.]**

xxx

Janet zipped through the air at a breakneck speed as she watched the action unfold. A troupe of soldiers were firing automatic weapons at her two young protégé's. Something which she would not stand for. She saw the net being fired from the tube, towards Carol. And before she could call out a warning, Kurt intercepted it with his own body. Why he didn't simply grab Carol and teleport away eluded her. Perhaps he wasn't thinking straight. Maybe he hadn't thought things through. Or perhaps he had simply been too caught up in his own heroics that he didn't see their potential consequences. Either way, it was up to her to save him.

She dove downwards, intercepting Kurt's unconscious form and attempting to slow his descent. She miscalculated, however, and they both fell to the ground in a heap. One quick look over him told her that he would make it out alive. So she was then able to turn her attentions towards the soldiers, who were re-loading the net launcher.

"Stop right _now,_ " Janet ordered, in her most commanding tone of voice. A voice which was only amplified by her helmet's external speakers. "Or I will shoot," she continued clearly, raising her hands in an attack position. The Soldiers, however, simply laughed her off. Obviously they didn't consider her to be a credible threat. That was their mistake, as she was much faster on the draw than them. Activating her mutant powers, she fired off two blasts of bio-electric energy that would fry the electronic systems of the net-launcher. Both shots struck the device, and did no visible damage, which was just what she wanted. As soon as they tried to fire off another shot, the device sparked and sputtered. A plume of smoke escaped from the top, signalling that the device was now useless. "Gotcha," she smirked underneath her helmet, as she began to close the distance between herself and the soldiers.

As she flew forwards, she fired off a volley of shots, of which three missed. The other four struck home, knocking the Soldiers to the ground. In the midst of the confusion, she saw Carol swoop down and knock over another two men, like bowling pins. As she did so, the ground began to shake and tremble like an earthquake. But she couldn't quite place the disturbance, and decided to focus on the soldiers instead for the time being.

"Last chance," she barked as she mentally prepared herself. She had done extensive amounts of training in her suit, and with her powers over the years. She was always ready to intervene in any situation that involved the safety of a mutant. She had learned that those circumstances could arise at any minute. Like they had today.

"Open fire," the lead soldier commanded. However, his men never go the chance to complete that order, as a loud crash erupted to their left. And it was accompanied by a cloud of dust enveloping them all. And immediately, Janet regretted never thinking about including infrared vision in her suit, as she couldn't see a thing through the dust. Save for the shape of a man flying past her shoulder and impacting into the side of a car. She raced upwards, trying to get out of the cloud of dust. Which she did, and she took the time to get an accurate picture of the entire scene.

A hammer wielding man dominated the entire street. He was covered from head to toe in what appeared to be a knight's armour. Though she couldn't be sure, because she wasn't much into history. That was Kurt's area of expertise. She watched as the man raised his weapon, and let loose a powerful bolt of electricity towards the man who had been thrown into the car. The man, in response, hefted a large, round shield that anyone who knew anything about history would recognize. The bolt was absorbed as Captain America rose to his feet, and rolled out of the way of a second shot. As this happened, Carol _flew_ to her side. A feat which she was still having some trouble understanding. Perhaps it was a secondary mutation of sorts.

"I'll grab him," Carol said as another body joined the fight down below. This one was much younger and faster than the other two. He danced around the hammer wielder with ease, making his way towards the Captain.

"No," Janet snapped, "No, we've got to-" She was cut off by a beam of lightning arcing upwards, in their direction without warning. She dodged to the left as Carol went right. "No, we can't get to Kurt until that man's contained. We-" She watched as a familiar face entered the field. She recognized Jean Grey from the many times he had visited Charles Xavier's school for Mutants. Jean was an Alpha-Level Telepath and Telekinetic, with the potential to outshine her mentor, with a few more years of training and honing of her skills. Skills which were rearing their head, as Jean tossed three cars towards the man with the hammer. Each of which was deflected with powerful strikes. _We've got to distract him!_ She thought, as she saw the man turn one of the cars back towards Jean, who had to halt her attack in order to block the oncoming vehicle. "Down!" she screamed, as the tossed car veered upwards, towards the two of them.

"What're you doing?" Carol asked, as Janet downwards, towards the battle. "Are you crazy?"

"We've got to take him down, or else he'll-" she was cut off by a bolt of energy flying her way, forcing her to roll to the side out of its path. Janet oriented herself, only to see a wall of flesh that was the back side of the man's fist. A fist which struck her with full force, sending her flying off to the side. She skidded along the ground, thankful that the armour held up well enough to protect her from any major damage. Because at her current height, even a minor wound would have proven fatal in a brawl like the one she was in.

xxx

"This is insane," Jean grumbled to herself as he formed a telekinetic shield around herself. It was a technique she had mastered a long time ago, in an age before the X-men, when she had been subjugated to torment by her entire town, due to her abilities. It hadn't taken her long to pick up on the ability to the point where it was a second nature. Rocks and soda cans would bounce off of her shields like they were nothing. But cars? That was a whole other league. She found herself having to concentrate hard every time something came her way, or else she knew it would penetrate her defenses. Out of the corner of her eye, she saw a woman in yellow and black armour flying around at an inch tall. A quick mental scan revealed this person to be Janet Stark, and old associate of Xavier's. She had no time to chat, however, as the fight continued to rage onwards.

"Keep him busy," the Super-Soldier, Captain America, ordered as he dashed past her left flank. While Jean wasn't someone to just follow orders blindly, her gut told her that she needed to listen to the Legend. "We need to-"

 _ **Fwaaa-koom!**_ A massive burst of electrical energy spread out from the hammer-man, nearly knocking her over. She felt her shield weaken, and knew that it would not hold up against another blow like that.

"Easier said than done," Jean remarked as she tried a new tactic, and reached out with her mind. Immediately she felt a powerful psychic presence looming over the man. Obviously he was being controlled by the presence. She furrowed her brow as she concentrated harder, trying to locate the source of the presence. She knew that if she could locate it, and cut the strings between the master and the puppet, the fight would be over in seconds. But her opponent was strong, very strong. And there was clearly more than one. A wall of psychic energy blocked her assault as sure as any stone wall across a sidewalk.

"Just do it," the Captain ordered as he tossed his round shield towards their enemy. "We need time, time for our ace in the hole to recover," he elaborated as he proceeded to go through a series of complex acrobatics that seemed to defy his physique. Briefly, she wondered what the man was referring to, but she quickly realized that she shouldn't divert her attention like that. She needed to fully focus on her own plan, to get rid of the psychic entity. If she could do that, then everything would be a lot easier. After all, it was important to have more than one plan in motion, in case one of them failed.

"On it," she muttered, as she watched a female figure, who was encased entirely in a spectrum of light, dash downwards and attempt to assault the man with the hammer. However, he seemed to see her coming, and swung his weapon appropriately. It impacted her head-on, and would have killed her if Jean had not placed a telekinetic wall around the woman, dampening the force of the blow. But her distraction cost her a portion of her concentration. In a flash, she felt a wave of psychic energy form a cocoon around her mind. A fore which she fought hard against. She pushed with all of her might, which equalled that of her opponent. If she was left to her own devices, without as many distractions, she would be able to wipe the floor with these telepaths. "But, whatever you're doing," she said, as Janet Stark rose into the air again, recovered from her injuries. "Do it fast! We won't last for long!"

"Understatement of the year," a young, male voice responded as he leaped high into the air. "What exactly is our plan here? Keep playing tag with Mr. Wack-a-Mole? 'Cause I-"

"We're waiting on backup," the Captain responded smartly as he caught his shield.

"You got the A-team coming here?" the young man replied with snark. "Or how about the Govenator-?"

"Stow it," Captain America cut in as he broke into a steady jog, towards two people. One of whom was Jubilee, completely soaking wet from head to toe. Beside her, she dragged a woman with completely pink skin, and pink hair. Both women appeared to be injured, but the pink woman was the one who was worse off. Though both women limped in pain. Jean made a mental note to examine Jubilee later on, for further injury. Her powers gave her an interesting insight into anatomy. She could see things from more than one perspective. She was able to see how one person's blood flowed through their body, how their muscles tensed and how their body balanced itself. But that required concentration that she could not spare. Instead, she re-doubled her attempt to push against the presence. "Blink!" the Captain bellowed, "get ready to transport him to base!"

"Yes…." The pink woman replied she pushed herself away from Jubilee's grasp. "Yes, I'll just…just hold him…and put him through when I-"

"Down!" the young male shouted, as he pushed both Jubilee, and the pink woman down, out of the way of the man's hammer, which went flying through the air. The weapon flew just over their heads, missing the three by millimetres. A huge weight was lifted from her chest as she saw that all three were unharmed. Seizing her chance, Jean reached out with her power, and tried to grab the hammer from mid-air, knowing it was the source of the man's power. She grasped it with all her might. It pulled against her will more powerfully than anything had before. And she had managed to deflect her ex-fiancé's power before, on occasion. But at that moment, her power did not seem to be enough. Her grasp on the hammer broke, and it returned to the man's hand. And again, he aimed it towards the three heroes. With horror, Jean realized that Jubilee was still getting to her feet, helped by the young man, who had his back turned.

There was no way either of them could avoid the incoming bolt of lightning. Captain America seemed to realize this, and raced towards them. But again, there was no way he would reach them in time. Time slowed as the bolt reached its tendrils towards the two of them. Jean tried to muster the force of will to push them out of the way. But she was too slow. She could not muster enough strength to ward off the psychic assault, maintain her own defenses, and save one of her favourite students all at once. Something had to give. But she couldn't afford to sacrifice one area to save another.

If she ceased her mental barrage against the wall, she ran the risk of being consumed by the presence, which was eager to destroy her mind. If she weakened her already diminished telekinetic defenses, she would be killed by a hammer-strike. But still, she couldn't let the young Mutant die. The choice was an impossible one. Her mind. Her life. Or her friend. She raced between the three choices in the mere seconds she had. There was no alternative, no way she'd come out on top if she made any sort of choice. Whether that choice was for action, or inaction.

But it was not a choice she had to make. A flash of scarlet red light filled her vision. A woman appeared in between the vulnerable Jubilee and young man, and the bolt of lightning. Faster than the eye could see, she raised a hand and muttered something incomprehensible. The bright bolt slammed right into an impassible wall of scarlet energy. The man with the hammer grimaced as he pushed harder, his attack glowing brighter as he took a step forward. But the woman glowed with equal power, matching the man's strength. Matching it, not exceeding it. Jean knew that all this woman could do was stall the attack. She could not overpower him through sheer strength.

"Now!" The Captain roared, seizing his chance. Jean's mind snapped back to reality. She saw the Captain grab the Hammer-wielding man's arms in a bear grip. He was joined in a split second by the young man who had just been saved from the lightning. Together, they grappled with their opponent, who was obviously much stronger than they were. The two of them fought for every single inch of ground. But they slowly began to lose, and Jean was forced to lend her own power to their cause. Whatever the plan was, it was their best chance. So long as the man was contained. She reached out and telekinetically grabbed his arms in a vice-grip as Janet Stark zoomed past her shoulder. Tiny blasts of energy erupted from the billionaire's hands as she flew, striking the Hammer-man's exposed neck.

"Carol, give him everything you've got!" Janet screamed, as the woman covered in glowing energy returned. "Grab him!"

"Whatever," the other woman replied as she too joined the mass of bodies that held onto the man. But still, their struggle was only barely enough.

"Blink, now!" The Captain bellowed, as the pink-skinned woman, Blink, stumbled forward, supported once more on Jubilee's shoulder. "Get us…. _all of us_ back to base. We can-"

"Yes…" Blink stammered, as a sliver of light shot out from her hand, followed by several more. Each of them enveloped the ground underneath each struggling body, Jean included. She felt herself slip into a black hole, only to re-appear in a cold, stone-grey room filled with monitoring software. A calmness filled her mind, as she looked around. Everyone from the street was there. Blink. The Captain. The young man, the man with the Hammer, Jubilee, The one who had stopped the lightning, Janet and the glowing woman. They were all exhausted. Jean felt that the psychic presence surrounding her mind was gone, and took the opportunity to reach into the mind of the man with the hammer. She was quick, and knocked him out cold. Briefly, she felt that there was something off about his mind, but she did not have time to think. If his rage returned, they would be powerless to stop him. The only reason they had managed to hold him off for so long was through sheer numbers, luck and tenacity. They had managed to keep him on his toes, and that was what had allowed them to hold out long enough.

"Cuff him!" a man in his mid-forties shouted, as ten bodies flooded into the room, aiming deadly rifles at the man with the hammer. In his unconscious state, he offered no resistance. "Get him into a secure cell. Double-guard," the man continued as he let out a sigh. "And get a medical team in here," he said as a black-skinned man, whom Jean remembered clearly from when she had been part of a rescue team to recover Logan, entered the room. Surprisingly, he was followed by Charles Xavier, whose stern expression relaxed greatly at the sight of his two pupils.

"Jean," Xavier said, letting the smallest hint of emotion drip from his voice.

"Professor," she replied as she slumped back, against the wall. "Professor, I felt-"

"I know," he replied surely, "I felt them as well. We will deal with them. But you need to rest," he finished calmly. As the words left his mouth, the Black man stepped in and coughed.

"No," he said bitterly, as he snapped his fingers. "Everyone. To the War Room. Now."

xxx

"What's that sound?" Gwen asked, as she raised her head. She could hear something moving around them. It wasn't the sound of a bulldozer. Or a shovel. But she knew that something was moving towards them.

"E.M.T's, possibly?" M.J replied with a shrug. It was a hope that they all shared in that small, cramped space.

"No," Gwen replied, "I don't think so. It sounds like there's only one." She looked around the space, towards the Doctor. He nodded his head in agreement. Though even in the shadows, she could see the smallest hint of a smile on his lips. Perhaps he was holding out hope that it was a rescue crew. Or at least one of those robots she had heard so much about on the news. But something deep in her gut told her that that was not meant to be. Slowly, she shielded one of the children with her body as a crack appeared in the wall in front of them.

A lone figure, shrouded in both light and dark, stood in place of the wall, which it lifted on its own. Seemingly with ease, the figure tossed what remained of the wall away and stepped downwards, reaching for something on its belt. As this happened, the Doctor's smile grew.

"What have you _done_ Eric?" the figure said, with a feminine voice as she whipped out a gun, aiming it for the Doctor's head. To his credit, the man did not budge, unlike the children, who cowered in fear. Gwen wanted to join them. But again, something in her gut told her exactly what to do. She felt that she _had_ to see what was happening. Perhaps it was just the policeman inside of her. Or maybe there was something bigger at play. Gwen had never been one for believing in superstition and religion, but she could almost feel the universe concentrating on this very moment with extreme interest.

"I haven't-" The Doctor replied calmly, until the woman lifted him into the air with one hand, and jammed her weapon into his chest. "I haven't done anything. Nothing you can _convict_ me of," he continued, regaining his calm tone of voice as he spoke. Obviously, he did not fear the woman. Despite the fact that she was holding him in the air with one hand, and had a gun to his chest. Either one of those on its own would be terrifying to Gwen. The children continued to scream and whimper, so Gwen placed her hand on the nearest one's shoulder.

"Don't. Lie. To. Me." The woman scowled fiercely as she drove the gun deeper into his chest. "I could end everything here. Right now, if I wanted to."

"But you won't," the Doctor replied with a calm smirk.

"Oh?" The woman replied as she moved the weapon from his chest, instead placing it on his forehead. "Watch me. Watch me blow your brains out, Doctor." Gwen had heard enough. She was the daughter of a police captain. She was an aspiring F.B.I agent. She knew right from wrong, and cold-blooded murder was wrong. She couldn't just stand by and watch someone shoot another person, no matter the circumstances. Not if she could stop them.

"Don't do-" Gen began, as she reached upwards, towards the gun. She used her calmest, most peaceful tone, in hopes of reaching the Woman's humanity. Because deep down, everyone had a bright spot that could be reached with the right words. However, her attempts failed miserably.

"Stay out of this Gwen," the woman snapped briskly.

"Yes," the Doctor smirked as he flexed his fingers. "Yes, stay out of this, _Gwen_. I'd hate to see…

"Not. Another. Word." The woman cut in aggressively, as she pressed her weapon deeper into the Doctor's skull.

"Very well," the Doctor sighed, as he flexed his hands once more. And in an instant, both the children were lifted into the air. It was as if they were both on invisible strings. Simultaneously, both the children made strangling noises, and grasped at their throats. Gwen was reminded of the first time she had seen _Star Wars_ as a child. She remembered the fear she had experienced when she thought that Darth Vader was actually strangling the actors with some malevolent power. But this was no movie. There were no props, or special effects. This man was seemingly strangling the children with some hidden power. Tears streamed down their eyes as they gasped for every breath, as if they were drowning. Gwen wanted to help them, to save them somehow. But she couldn't. She was rooted on the spot, in as much fear as the two children were.

But then something happened. A cool breeze touched her very soul. A hand touched her shoulder comfortingly. She looked up, seeing a large man, with an out-of-proportion skull. He was entirely bald and his eyes were as white as snow. His appearance should have been terrifying to her, but she was not scared at all. A sense of calmness flooded her being. The figure gave her a single, solitary look that spoke volumes that no human could fully grasp. She turned her head back to the scene in front of her, and saw the woman lowering her gun. She disappeared into the shadows, as the two children dropped to their knees, released of their invisible bonds.

xxx

"I saved your _life,"_ Lorelei growled as she kept pace with him, "Peter Parker. That is something you need to acknowledge," she continued as her chest heaved. Not that Peter was paying her any attention. He was doing his best to get away from her.

"I get that," he spat back, as he heard a slight giggle coming from behind him.

"And yet," the Succubi continued mercilessly, "you are still furious with me. If it weren't for my intervention," she said as the two of them followed the group down the long hallway. "You would be ashes. I-"

"Yeah, yeah, yeah," Peter shot back, "you're so great and all-powerful," he snapped briskly. "You're above the rest of use. We're not worth your attention. Except when you need us," Peter finished as they turned around another corner.

"You needed my assistance," Lorelei argued. "And I helped. Is that not enough?"

"Actually, no its not," Peter said roughly as the entire group approached a large doorway. "And you disgust me. Hundreds of people could have used your help today, and you ignored them," he said as he came to a complete stop, and glared at the seemingly human woman. A brief stare was shared between the two, but eventually the Succubus backed away in frustration. Peter shook his head as he was passed by the young Mutant woman, and another, who she seemed to know on a personal level.

"Troubles with your girlfriend?" the Asian Mutant giggled.

"Like I would _ever_ call her my girlfriend," Peter replied as he entered the room, following the two Mutants. "What a complete bitch," he muttered to himself, unaware of the significance of the individual standing behind him.

"Good to know," the Asian Mutant chuckled, " _Peter."_ She chimed, letting him know that she knew his first name. "My chances have-" she was stopped only by a combination of a slap she received from her red-haired friend, and a glare from the Black man who had lead them into the room.

xxx

"Are you alright?" Steve asked, as he leaned against the wall, next to Blink.

"I'm fully operational," she replied with a stifled tone of voice as the rest of the group filled the War Room. Monitors blinked around them as Nick Fury began to pace the length of the entire room. "It'll take more than a little lightning to take me out of commission, sir. I've tanked blows from-"

"That's not what I was talking about," Steve retorted as he folded his arms across his chest. Blink gave him an emotion-filled look, which he wanted to explore in detail. However, he was not given the chance to, as Fury let out a powerful cough to get their attention. Steve stiffened to an attentive stance on instinct, waiting for his orders.

"Glad I have your attention," Fury snapped as he ceased his pacing. He pointed to a large, three-dimensional map of the entire city that was displayed on the table before him. "At approximately Eleven A.M. this morning, meteors began to touch down in Manhattan. Several more have touched down across the globe. Touchdowns have occurred in Central Africa, Europe, North Eastern Canada, Russia, The Atlantic, and in the Middle East," he continued as a smaller map of the entire globe appeared on the left of the table. "But the vast majority are located here in New York. I want to know why," he stated clearly as his eyes scanned the room. As he did this, Coulson stepped forward and cleared his throat.

"From what we've been able to gather," Coulson said as he displayed several files in his hand. "People are changed by touching these meteors. They become something else. They go into an uncontrollable rampage and-"

"No!" The young man, who he recognized as Peter Parker quipped.

"-and destroy everything in their path. Fortunately," Coulson continued as a small smile escaped his lips, possibly due to the young man's subtle joke. "We now know that this rampage is not a voluntary one. There is a powerful Telepath out there, controlling them."

"Correction," a previously unseen man sitting in a wheelchair said. "There is more than one Telepath out there. That is what makes them so strong," he said as he clasped his hands together and furrowed his brow. "I can keep them at bay from here, but someone will need to go to the source _personally_ in order to put a stop to this." As he spoke, several glances were shared around the room.

"I'll go, Professor," the red haired woman said as she stepped forth. "I'm sure that I can go it alone."

"Like _hell_ you're going alone," the woman's younger friend said as she grasped her shoulder. "There's no way you'll be able to fight off that many by yourself. I'll-"

"What if this time there's another guy with some sort of over-compensation weapon?" Peter Parker added in, with a serious tone of voice. "I'm sorry, but your Mutant voodoo wasn't exactly enough back there," he said as he tossed his head to the side. "Not that it wasn't impressive, but it _did_ take all of us just to hold that guy down for a few seconds." Steve nodded in agreement. He remembered just how afraid he had been that he would not be able to hold his own against the transformed Donald Blake. And how relieved he had been once Peter had begun to aid him in his struggle.

"He's right," Steve said as he stepped forward, away from the wall. "If we're going to take these people down, then we need to be prepared for anything. We're going to need a team to do this." Fury narrowed his eyes on the Captain, studying him to the last detail. A feat which Steve returned in kind.

"Then assemble a response team, Captain," Fury replied stoically. "I expect for you to be ready to deploy in an hour's t-"

"Sir," Steve said as he unfolded his arms. "We already _have_ a response team," he said as he motioned the crowd of heroes. They all seemed to give their support to him with a series of nods and mutterings. "And it's already been _assembled."_

xxx

Zebadiah Killgrave cursed to himself. He had failed in his mission. He had failed to get the hammer to his employers. And now, surely, everyone would be coming for him. He looked at his meagre following. The five sisters stood at attention, waiting for his commands. As did the family he had usurped and manipulated. He heaved his chest, trying to figure out what to do next. He had so many plans, but they were slipping through his fingers now. There was no way he could fight off the Police, the Army and his Employers all at once, even if he managed to wrangle control of the new meta-humans in the area. For some reason, the Cuckoo sister's control over them was being thwarted by another telepath. It was enough to make him scream with cold fury.

He launched himself upwards from his chair, and grabbed the patriarch of the wealthy family. With an open palm, he slapped the man repeatedly, releasing his rage on the elderly man with every blow. The man's family did not budge, even as he continued to strike their father and husband. Blood began to mar the back of his purple-skinned hand as he continued to wail away. Only upon hearing the doorbell ring did he stop. _No one_ was supposed to be allowed near the door. He had placed guards there for that reason.

A second later, the ringing turned into a slight knocking. Knocking that was reciprocated by his beating heart. He turned to his slaves, trying to find a solution. He knew that things were about to get a lot worse for him. Even before the door fell off of its hinges.

"Knock, Knock!" A young male in an outlandish, military-style outfit quipped.

"Room service!" A young female continued as she stepped forward. Several more individuals flooded into the room. A red haired woman cast a powerful glance towards the sisters, and they all fell to the ground. The family was surrounded by a glowing aura of a woman, and someone in black-and-yellow armour, along with the young male. Meanwhile, none other than Captain America grasped him by the neck and lifted him into the air.

"And who might you-" Killgrave began to say, holding onto the hope that he might be able to gain dominance over at least one or two of the 'Heroes' before it was too late.

"Don't let him talk!" the redhead woman said urgently, "that's how he controls them!"

"Understood," the Captain smirked, as he drove his free hand into Killgrave's jaw, breaking it into a thousand pieces. The pain was intense, and he passed out almost immediately.

Xxxxxxxx

_**The Pulse:** _

**Masked Heroes Save Manhattan!**

**(By Samantha Garson)**

All around the country today, Americans are praising the heroic actions of a band of valiant vigilantes who banded together in the darkest hour of one of our greatest cities. This group of heroes seemingly came out of nowhere to thwart the Mutant Criminal Zebadiah Killgrave (See 'The Purple Man' on page C3) and his plans for the everyday citizen. Several eye-witness reports claim that the group was founded by none other than Captain America (see Patricia Gulong's _Hero returns_ segment on our website.) We here at The Pulse have exclusive access to photographs from the scene. Below, you can see the Captain engaging a vicious Rock Monster in downtown Manhattan. Others soon joined the legendary war hero, including the mysterious 'Hooded Vigilante' who has been eluding public attention for the past several months.

"It was so awesome," says Shane Goddard, a local business owner. "They fought off some dude with a hammer. There were like ten of them." Mr. Goddard's claims are backed up by countless others. While the government is taking the official stance that this group of heroes does not exist.

"We cannot comment on urban legends," said one representative for the Mayor's office, who requested that he remain anonymous. "While we commend the actions of Captain America, along with the actions of our boys in blue and firefighters. The existence of this band of heroes is up for debate. For all we know," said the representative, "they could have been some local punks out for revenge. Or casual thrill seekers who want to go out and cause as much anarchy as they possibly..."

The Newspaper Jubilee was reading was pulled from her hands rather abruptly, earning her ire. She looked up, and saw her tormentors. While she didn't know them by name, they had been 'secretly' following her.

"You met Captain America!" an unfamiliar student said excitedly, as she jumped up and down. The girl was around thirteen, and had a mouth full of braces. In her hands, she held a cell phone and a binder. Obviously, she was in-between classes, and had stopped by, hoping for intimate details of the events of 'The Battle for Manhattan'. A quick look under the girl's jacket told Jubilee that she was wearing a custom-made 'Captain America T-shirt. Those were quickly becoming a thing, after the events of the previous week. She sighed to herself as she set her laptop down and looked the young girl straight in the eyes. She ignored her friends, who bore similar attire and chuckled to herself. In total, there were four girls. The lead one, who was a brunette, a blonde, a ginger and a raven-haired girl.

"I did," she said, wincing in preparation for the incoming squeal of delight. She was not wrong. It came, higher-pitched than she had anticipated.

"Did you get a picture!?" one of the girl's friend's, who was blonde with two ponytails, asked with delight.

"Was kind of a little busy," Jubilee shrugged in response.

"Maggie says you broke your hand," the Raven-haired girl asked as he took a step forward. "Did you?"

"No," Jubilee smiled, as she flashed both her hands up, showing no signs of any injuries. She flexed her fingers twice before setting them down.

"And Rayne told me that you nearly drowned in-" the brunette began to ask, as Jean Grey appeared out of nowhere. She crossed the courtyard with a smile on her face. Sporting a small bandage on her left cheek as a reminder of the brutal combat they had been a part of. Deciding to have a little fun with the whole situation,, Jubilee cracked a smile as the older woman approached their small gathering.

"Sorry to interrupt this little fan-club session," Jean said with a warm smile, "but we've got a guest who wants to talk with the two of us," she said, with a slight flick of her fingers pushing a strand of hair out of her face. Jubilee shook her head as she rose to her feet, more than happy to get away from the gaggle of followers who had been pestering her for several days. Upon their return the Professor had tried to dispute the idea that any of the X-men had been present in Manhattan. However, in an age of smartphones and tablets, were anyone could have access to any information they wanted in seconds, that attempt was in vain. Especially once the Pictures showing the group started to emerge on deep-web sites. Which weren't so deep, apparently.

"You know," Jubilee smirked as she began to walk away. " _Professor_ Grey here actually saved the Captain's life." As if on cue, the gathered preteens all gasped in delight as Jubilee began to make a slight break for it. She didn't want to be in range of Jean's retaliation. Of course, that was completely pointless, she realized, as Jean could simply bide her time and wait for the perfect moment to strike. But, instead all she received was a telekinetic slap on the back of her head. Overall, it could have been worse.

"They've been following you as well?" Jean asked as they entered the hallway.

"Twenty-Four Seven," Jubilee sighed in response.

xxx

"Kurt, you'll rip your bandages like that," Janet scolded as she pushed her adopted son back into the chair he had just tried to rise from. "Sit down and let me handle it."

"You pay me to do this," Kurt replied as he tried to push past his mentor's arm. Of course, he was unsuccessful due to a combination of her stubbornness and his injuries that stopped him.

"But I don't pay you to hurt yourself." Janet replied as she moved towards her desk, and picked up a small folder. "I pay you to do what I ask," she continued as she presented him with the file, which he opened. Inside, there were pictures and dossiers that she had gathered over the past few days. Personal files, event documents, building plans. There was a lot for him to take in at once.

"This is what you've been working on?" he asked with a raised eyebrow.

"Ever since the night afterwards," Janet replied as she sat down behind her desk. With a sigh, she put her hands out in front of her body, as if this was a regular meeting, under normal circumstances. Which it wasn't. She had been having a lot of thoughts since then, about a lot of things. So many that she had decided to write them down. And that had led to her forming the file that Kurt now held. "We did something, Kurt. Something special."

"As I recall," Kurt replied with a shrug. "I was out of commission for most of it."

"You didn't miss much," Janet said honestly, remembering how the sleazebag mutant hadn't put much of a fight once they showed up. In all honesty, she had been hoping for more of a fight from him. She had only managed to get in one good punch before the man had been carted off by men in dark suits. She smoothed out her sharp suit as she mentally prepared herself to actually _say_ what she had been thinking for so long. "But we still did something amazing, don't you think? You, me, Carol, Captain America, the others," she continued as she leaned forward, towards him.

"I know," Kurt replied with a nod, "It felt kind of good."

"It did," Janet said with a slight smirk. "Didn't it? How would you feel about doing it again?" she asked.

xxx

Gwen wasn't sure how she felt at the moment. Her head was still hurting from the injuries she had sustained under the skyscraper. But she wasn't sure if those injures were all physical. Something seemed off about what she recalled. She remembered seeing a man dressed in a blueish white toga, and with an abnormally large head and glowing white eyes. She couldn't rid herself of the thought of him. Every time she closed her eyes, she saw the man standing there beside her. He was in her dreams. How could she possibly describe him?

She had tried, of course. The day after she had been pulled from the rubble, her father had brought her to a psychologist that he trusted. She had determined that Gwen was suffering from short-term memory loss. Most likely do to a combination of shock and physical injury. Gwen looked down at her arm, which was in a cast, thanks to a small fracture in the middle of her forearm. A concussion and a fracture did not seem like enough to cause memory loss. She had done her own research into the subject, and found no evidence to support the doctor's theory. So, in her mind, something didn't quite add up. Who was the man in the toga? And why couldn't she remember anything more than a few brief flashes?

"Gwen, Honey," her father asked from outside her room. "Dinner's ready when you are."

"Coming dad!" she replied with a slight huff, as she unfurled her legs and stood up straight. She took a glance towards her computer, were there was a blog page open. The blog in question had been written by an 'Anonymous' user, and was about the 'Battle for Manhattan'. The real kicker was, that many of the claims appeared to be false. The writer claimed to have seen the 'group of heroes' attack an innocent man who happened to be carrying a sledge-hammer. _Complete bullshit,_ Gwen thought with disgust as she closed the laptop. Her father had told her what he had seen, and the man had clearly posed a significant threat to the general public. And on top of that, Peter had told her about how he managed to shoot _lightning from his weapon._ That was completely unnatural, and had scared her witless. So much so that she gave him a powerful hug, thankful that he had made it out alright. She shook her head and opened her bedroom door. "Where's Carol?" she asked as she walked down the hall, towards the kitchen.

"Outside," her father replied as he set down three plates. "She had a phone call to take. _Privately,"_ he added in, with a subtle nod.

"Boyfriend?" Gwen asked, not missing a beat.

"Undoubtedly," Her father said as he straightened his back. "You remember Kurt Wagner, the kid who-?"

"Was on the Debate team two years ago?" Gwen replied with a knowing look, perfectly remembering who Kurt was, and what had become of him. "Chess club as well? Yeah, I know who you're talking about."

"And is-" Her father tried to say.

"Rather intelligent, and a stand-up guy?" She continued with a slight smirk. "Yes, Dad. I remember _exactly_ who he is. And I really hated what happened to him," she added in, just to drive home the point that she knew what he was referring to.

xxx

"So we gonna talk about this or what?"

Carol turned around to see her next-door neighbor. Peter Parker standing not three feet from her. His expression seemed to be both playful, yet serious at the same time. And that made her rather unsure about how she wanted to respond. He was completely unreadable. She had a fairly good idea about what he wanted to talk about, but wanted to wait for him to make the first move, so that she was sure. It would be an embarrassing conversation if she was wrong, after all.

"Talk about what?" she replied, keeping her voice steady.

"About you playing _superhero_ the other day," Peter replied as he assumed a neutral stance.

"No idea-" Carol began to say, only to be cut off by Peter's waving hand.

"If you're half as smart as your sister is," Peter cut in assertively, "you'd know that I know that you're lying though your teeth." Carol bit her lip, as she considered her next course of action. It was blatantly obvious that he knew she had been present during the battle for Manhattan. And she had seen his exposed face as well, so there was almost no denying him. So she relaxed her expression and sighed.

"You caught me," she said as she stared him straight in the eyes. "I was there. So were you. Do we have a problem?"

"No," Peter replied as he once more relaxed his face. He shifted his eyes to the left for a brief few seconds, obviously checking to see if anyone was watching them. "No, there won't be a problem, so long as we both keep our mouths shut. Especially around your dad," he said with a subtle nod, as he began to walk away. Carol understood what he meant by that. He wouldn't say anything to her father, so long as she didn't. It seemed to be a fair enough of a deal. She could easily live with an arrangement like that. She smiled to herself as she turned back towards the house, ready for a hot meal, and the semblance of a normal life.

xxx

"Think fast!" Blink turned around, just in time to see a pastry flying in her direction. She snatched it out of the air with grace and ease. Almost like plucking a flower's petals. It was a doughnut, with chocolate frosting on the top. A delicious treat that was completely unavailable in the timeline she had come from. A timeline, which she realized, might not exist anymore. Especially concerning was the interaction she had witnessed between her mother and father, a few years before they were supposed to conceive her. Their personalities had clashed so badly that the nearly magical cooperation she remembered from her childhood seemed like an impossibility. And that bothered her, way deep down.

"Thanks," she replied, before taking a bite out of the pastry. "Second one I've ever had."

"Tenth," Steve Rogers replied as he took a bite of the pastry's twin. "Mmm, strawberry filling," he moaned as he took a second bite.

"Marvels of the modern era," she said in agreement as she brushed a strand of her hair out of her face. "I wonder how things would have gone in the future were it not for Ultron," she wondered out loud. That was a question that had often been asked in her group of nomads, as they trudged through the barren wastelands.

"It can't get much better than these," Steve said as they both leaned out over the rail of the observation deck. "Maybe a little warmer, though. Fresh from the oven."

"Agreed," Blink said with a sigh, as she looked over the base. "Did Coulson order you to come talk to me?" she asked, fairly sure of why the man was there.

"He might have mentioned it," Steve quipped as he took in a deep breath. "But I was already coming up here when he called me."

"Oh?" Blink said, surprised.

"Well you seemed to be a little distressed," said the Captain as he patted her on the shoulder.

"And why would that be?" She half snapped.

"A number of things," the Super-soldier shrugged with a sigh. "Growing up in a world at war. Losing everyone you ever knew. Including your own Parents,"

"My Mother actually might still exist out there," Blink replied with a slight smile. "It's difficult to explain…but she didn't actually _die._ Not in a literal sense. We didn't have a body to bury," she continued, remembering that day very clearly. They had held a rare ceremony, just for her. Blink remembered that one of her oldest friends, James, had to forcefully restrain her from running away as they burned a pyre. Being ten at the time, she hadn't really understood what had happened. But later, she had learned that her Mother had actually disappeared into space and time itself, as a result of the arcane powers she had drawn upon. "Of course that doesn't change the fact that I haven't seen her since I was ten years old. And…"

"Except for the other day," Steve replied calmly.

"The one exception," She repeated with a sigh.

"And things didn't work out like you were expecting them to?" the Super-soldier asked.

"No," she replied as she finished off the pastry. "Coulson gotten anywhere with that Kid you picked up?" she asked, trying to divert the conversation away from its current course.

"He's barely eating," The Captain shrugged. "Obviously he's going through some depression. Looking like he does."

"It must really suck," Blink quipped as she turned to face the Captain. "Being him and all right now," she continued as a smirk grew across her lips. "Sticking out like a _sore thumb."_ Out of the corner of her eye, she saw a sleek black car pull into the base. It was clearly not a military vehicle, so Blink wondered whether or not it might be a senator, or some other civilian personnel from the government. She thought back, trying to remember if there were any inspections planned. She recalled none, however. And she had a very reliable memory.

"I didn't mean it like that," Steve replied, trying to cover his own ass, as the black car approached the main entrance. Quickly, the vehicle was surrounded by a guard of ten well-armed men. "Just that…well…"

"Sticking out like a sore thumb really _does_ suck sometimes," Blink retorted with a slight smile. "Believe me, it does. I've grown used to it," she said with a huff and a snort. "I was never destined for a normal life, Cap. So tell Coulson," she continued as she turned away from the Super-Soldier. "To stop treating me like I have one. For Christ's sake," she elaborated with a huff, "I was in a war longer than you were. A harsher one at that. So I think I should be the one to talk with the _Thing,"_ she finished as she folded her arms across her chest. There was a brief moment of silence between the two of them, only broken by Steve's phone ringing.

"Sir?" Steve said, into the small device. "Yes sir. Yes, she's right here. Alright," he nodded as he stowed it back in his pocket. "Coulson wants us in the Mission room, says it's important," he said as he walked towards the door. Blink simply smiled as she unfurled her arms.

"Cap?" She asked as she opened a hole in space and time, "were are you going?" She mused, as a dazed expression crossed his face. He pursed his lips together, obviously trying to come up with an answer to her question that didn't sound completely stupid. However, there was none. Her offer was akin to a friend offering to drive another home, instead of making them walk the whole way. She let him pass through the worm-hole first, trying her best to wipe the smug expression from her lips as she followed him. In an instant, she was transported from the rooftop observation tower, to the bowls of the base. Inside, there stood Sub-Director Coulson, along with a quartet of Agents, and surprisingly enough, Janet Stark. The Billionaire who possessed a suit of specialized armour. Oddly enough, a suit which had not existed in the time she came from. Yet another subtle difference that confused her.

But she was not wearing the aforementioned suit at the moment. Instead, she opted for a sharp brown business suit. A series of files were in her left hand, while her right clutched an oversized purse. Blink eyed the woman with suspicion. It would have taken anybody a lot of political influence to arrange a meeting with Coulson, especially on such short notice. And someone with that kind of political pull was not to be trusted blindly. She was not untrustworthy, however. Everyone deserved a first chance.

"Captain Rogers," Coulson said plainly as he steadied himself. "Agent Parker, I'm sure you remember Ms. Stark."

"'Mam" Steve said as he stuck out his hand for her to shake. She took it, with a light crack on the side of her lip.

"Captain Rogers," Janet said before turning to face Blink. "And Agent-"

"Just Blink," she replied swiftly. The older woman was thrown off-guard by her sudden interruption. Obviously, since seizing power in her company, she had grown used to people being much more polite.

"Um… yes," Janet said, re-gaining her posture as she straightened out her suit. "I….I have a proposition I'd like to discuss with the two of you."

xxx

"Hello, _Uatu,"_ The Sorceress Supreme said calmly, without even opening her eyes. She was deep in meditation, within her personal fortress. A fortress which only a handful of people could enter, even fewer without her permission. But it was no surprise to her that the Watcher could bypass her many defenses, given the vast amount of power at his disposal. Despite what the rest of the Illuminati thought, she was not the most powerful being in the universe. Uatu's power far exceeded her own. And he himself was exceeded by several.

"You intervened," The Watcher replied, in a powerful tone that used to shake her to her very core. Now, it just unnerved her slightly.

"I had to," The Sorceress replied. "And I understand the consequences of my actions. You know I do."

"I know. My only question is why?" The Cosmic being asked.

"Because I have to," The Sorceress answered. "We both know what could happen."

"Very true," the Watcher replied. "However, why not simply _force_ them to bend to your will?"

"You know that I will not do that," The Sorceress quipped as she opened her eyes. "That is something my Husband would _never_ have agreed to do. And neither will I," she continued as she rose from her sitting position. "It is unethical, and immoral. I thought you, of all beings, would have understood this." The Watcher simply smiled as he floated around her frame.

"Yes, that is a dilemma that I have often faced," the cosmic entity replied coolly. "To intervene, or to simply watch as humans tear themselves apart."

"But," The Sorceress quietly said as she moved about the room. "Unlike you, I am not bound by some oath. I have the ability to help them."

"Then why not show your hand?" Uatu replied as he crossed his hands.

"Uatu," the Sorceress said as she crossed in front of him. "You are all-powerful, but not well versed in human politics." She continued as she folded her arms across her chest. "There are things that I cannot do, for fear of certain reactions. I have spent years of my life putting things into place. I have…"

"Sacrificed a great many things," The Watcher cut in passively, with an acknowledging nod. "I know what you have done for this reality. What you will do for it."

xxx

"Well?" Coulson asked the two of them, as soon as the entire room was vacated of all other personnel. "Well, what do you two think?"

"I don't think I'm ready for it," Blink said abruptly, as she folded her arms across her chest. "If you order me to go, sir, then I will. But it's not a situation that I feel comfortable being in, not right now." She elaborated, earning a nod from the director as she did so. Her eyes flickered from Steve to Coulson quickly, and she knew what they wanted to hear. "And I know what you are going to ask, Coulson. No," she said directly, "I do not recall any sort of Superhero team ever existing. Further proof that…."

"That someone is messing with the timeline again," Coulson nodded as he rubbed his chin. "I won't order you to do that, Blink. It wouldn't be right." He said as he paced around the room. "I assume, Captain, that-"

"I agree with it," Steve replied firmly, "sir. I am one hundred percent on-board with this idea, especially if you order it."

"I am," Coulson said quietly as he continued to pace. "The meteor shower had led to hundreds of people gaining superpowers. Some of whom we have control over," he continued, obviously referring to Agent Blake, who was hard at work gaining some mastery over his new abilities. And also the man who had been turned into a being of pure rock, who was refusing to even speak to another human being for more than a few sentences. "Others however, have fallen into the hands of…less than upstanding citizens," he said, as he clicked a button, allowing a holographic display to appear, showing news footage of several thugs robbing an armoured truck full of money, without the use of weapons. A truly alarming prospect. "People who can't be controlled," Coulson sighed with despair as he placed his hands on the table.

"And you believe that this team will be able to help control these people?" Steve asked plainly.

"A little," Coulson replied with a sigh. "But moreover, I want there to be a public face to our efforts. I want to have people I can trust that the public knows about."

"You want me to spy on them?" Steve asked abruptly.

"No," Coulson replied with a shrug. "No, I just want your voice at their table. I want you to be the public face of our organization," he continued with a sigh. "You can liaison, you can lead from the front," he finished as he shut down the display. Steve eyed him with contempt. He understood his position, and his need for re-assurance.

xxx

"So Janet Stark wants to arrange a meeting with everyone who was there?" Jubilee asked as she slumped down deeper into the couch. Currently, she, along with Jean Grey, Scott Summers and Logan were sitting in Charles Xavier's office. The aforementioned Professor was calmly placed behind his desk. His hands were neatly folded in front of his body, sitting on top of his desk.

"Yes," The Professor said calmly as he twitched the side of his mouth. "Yes, that seems to be her intent."

"It sounds fishy to me," Scott replied abruptly as he folded his arms across his chest. "Almost like a lure. Why would she want our involvement?"

"She didn't ask for your involvement, Scott," Jean shrugged as she dusted off one of her shoulders. "She asked for me and Jubilee. And I don't think there's anything fishy about it," the redheaded woman continued. "The public reaction to what happened was astounding. No one even mentioned the fact that we're Mutants.

"Well that might have something to do with the fact that no one knew," Logan grunted as he slouched against the wall. "Trust me, as soon as the public finds out, they'll start to rip you apart," he grumbled to himself. "I've seen it before."

"Well we can't just sit around and hope things get better," Jean snorted as she flipped her hair back. "I mean, we've got to at least _try_ to make things better. Maybe," she said as she got to her feet. "If we're seen trying to protect people, maybe it'll help improve the Human-mutant atmosphere." The Professor nodded in agreement. Scott and Logan, however, displayed an unusual sign of mutual agreement between one another, and shook their heads. Jubilee huffed, bored with the debate. It was obvious that Scott wasn't going to budge on his opinion, he rarely did. Though Logan, while thick, could be reasoned with.

"And if the others find out?" Scott asked, "If they find out you two are Mutants? What then?"

"Considering that Ms. Stark is a Mutant herself," Jean replied as she stepped around the room. "The likelihood that we would be tossed out is minimal."

"It's still too dangerous," Logan remarked gruffly. "Sooner or later, someone's gonna fuck up and get someone killed. What then? Even if the woman can defend you two from the inside," he continued with passion as he leaned away from the wall. "Nothin's gonna stop the army, or the President, or someone with even more authority marchin' their soldiers in there and _taking you_ in. Turning you into some sort of private army."

"Isn't that what the X-men are supposed to stop?" Jubilee asked with a slight shrug, as she felt her phone vibrating in her pocket.

"Not the point," Logan grunted. "My point is that you're putting yourself in harm's way unnecessarily, 'Lee," he said as he tried to put her in her place. "The last thing I want to see is you gettin' yourself-"

"Say's the guy who went rogue with a known terrorist," Jean snapped back defensively.

"I'm not talkin' 'bout me," Logan replied stiffly. "I've been through it all. I can take hits you've never dreamed of, red. I had to saw my own arm off in Vietnam." He continued, as Jubilee puffed a strand of hair out of her face, and reached for her phone. "Send me. Ain't no way one of them can kill-"

" _You_ were not the one that Ms. Stark requested," Professor Xavier cut in calmly as he let out a deep breath. "She specifically requested Ms. Grey, and Miss Lee," he continued as he pushed himself away from his desk, and turned to face the window. Everyone who knew Xavier even a little bit knew that he did this when deep in thought. Jubilee had only seen him do it on three occasions in her eight years at the school. And each of those times had been while there was civil unrest about Mutants out there in the world. "I think that this is for the best," he sighed, as if he was re-assuring himself. "That is," he continued as he turned around, "If you two are agreeable to it. Most likely, it would require you to spend a great deal of time away from this school and-"

"I'm in," Jubilee said as she raised a single hand, focusing her other on unlocking her phone.

"'Course you are," Logan grunted.

"Well she's a lot like her favourite teacher," Jean remarked with a slight smirk. "So, everyone else will be there? Is that what she specifically said in her message?" Quietly, she turned to Jubilee and whispered, " _Put it away!"_

"Everyone who agrees, yes," Professor Xavier replied as he shook his head slightly. "She told me specifically that she will speak to Captain America in person. The only one she's not sure how to contact is that _Vigilante_ character. She told me that-"

"Time and place?" Jubilee asked as she clicked away on her phone.

"…A few days from now," Xavier said, after a brief pause. "In Downtown Manhattan. Now," he continued as he turned his attention away from Jubilee, and back to Jean. "If the two of you can possibly arrive a day ahead of time, Ms. Stark requested your aid in locating the Vigilante. He has proven elusive enough to evade the police. But I believe that you are more than capable of finding him if you-"

"Place?" Jubilee asked absent mindedly.

"…Ms. Stark's personal residence at Seven-Hundred and Twenty-One, Fifth Avenue," Xavier replied, a little more roughly than he usually spoke. "You won't be walking. I can arrange for a vehicle to take you there. Now," Professor Xavier continued with a huff. "As I was saying, perhaps you can assist Ms. Stark in locating this man. I have a feeling he's one of us. He-"

"He's not," Jubilee replied with a shrug, not even bothering to look up from her phone.

"And you know this….. _How_?" Scott asked with a raised eyebrow.

"He told me," Jubilee quipped, still not taking her eyes off her phone.

"Miss Lee," Professor Xavier said calmly, as he phone vibrated in her hands, "Please put that away, we are trying to have a serious discussion here. If you two can help locate this man, it would prove to be-"

"He says he's in," Jubilee quipped rapidly as she stowed her phone back in her pocket.

"How would you-?" Logan and Scott said in perfect synchronization.

"'Cause I'm texting him as we speak," Jubilee replied with a subtle smirk, finding pleasure in the fact that she had managed to do something that the whole N.Y.P.D, one of the richest people on the planet, and the two most powerful telepaths on the planet could not. _And_ while momentarily perplexing four of her teachers. And without getting up off the couch. "I may not be some uber-powered telepath," she said with a wink, still on the high of her success. "But I _do_ know how to get a guy's number. Or give him mine, at least," she shrugged. Out of the corner of her eye, she watched the reactions of her three teachers, and the Professor. Scott was in a state of shock. Professor Xavier looked impressed. Logan was halfway between pissed and furious. And Jean was doing her best to try and appear like she was taking this seriously, but a wry smile kept cracking across her lips.

xxx

"You just gave her your number?" Gwen asked, in a state of shock as the two of them paced around the dimly lit room that was his superhero hideaway. "You just gave some random chick your number? Peter I-"

"Well first of all," Peter replied, as he held up a hand to stop her, "she gave me hers. As a thank-you for saving her from plummeting to her death," he shrugged as he walked over to a reinforced dummy he had made out of metal and wood, for practicing on. "And I didn't give her my name. And she didn't give me hers, see?" he said as he produced his phone, which displayed the series of texts he had sent to the Mutant girl, who he had listed as ' _Sparky'._ "And secondly, Gwen, you're missing the point. They want me to join this… League of Extraordinary People. What do you think?" Gwen bit her lip, obviously she had an opinion on the subject, but was biding her time and waiting for the right words.

"Well what do _you_ think?" she asked.

"Me?" Peter replied as he ran a hand through his hair. "Personally, I think it's kind of a good idea," He said as he leaned against one of the stone walls. "I mean, Police officers never make an arrest on their own? So why should I?"

"You're not a police officer, Peter," Gwen said firmly as she sighed. "You do realize that you're going to have to tell them who you are. And then you run the risk of someone blabbing to the reporters, right?"

"I figure they can't be any worse than Lorelei," He shrugged.

"True," Gwen agreed with a nod, "but that's not saying much. I don't trust her as far as I can throw a car." Peter and Gwen shared a brief chuckle at this statement. "But you still don't know if they're all trustworthy."

"No," he replied honestly, "I don't. And they don't know if I can be trusted. However," he continued as he rubbed the side of his face. "I think the benefits of a team outweigh the negative aspects."

"How so?" his best friend asked.

"Well," he reasoned, "say the 'team' existed last week. And we were able to mobilize. How many lives could we have saved?"

"True," Gwen shrugged.

"And," he continued as he stepped forward, "Eventually, there's gonna come a time when one of us needs backup. Some time when I, or Captain America, or someone else, might get killed if they don't have help. I don't think I can just sit by and let that happen, Gwen. I guess you could say that I'm my Uncle's son."

"Yeah," Gwen nodded in agreement. "Yeah, Peter, you are. And I don't think I'd change a damn thing if I was in your position." Peter was thankful for her blessing. And he almost regretted not telling her the full truth. Deep down, he knew that there was more to his Uncle's death than what he had been told. And he also knew that the people he was going to be working with could prove useful in helping him achieve his own ends. He was also not naïve enough to believe that no one else was thinking the exact same thing.

xxx

"You know Scott's pissed, right?" the younger Mutant said with a smirk as the two of them ascended the ramp that lead into the belly of the _Blackbird 2,_ a slimmed-down version of the X-men's personal jet. "That he's not invited along."

"I know," Jean replied as she set her travel pack down. "I know, he confronted me again at breakfast. Said he should at least pilot the plane."

"Sounds like someone's not over you yet," Jubilee smirked as she did the same. However, unlike Jean, she didn't move to sit in the cockpit. As she wasn't licensed to pilot the jet, she simply sat in one of the few passenger seats. She brushed her hair out of her face as she strapped herself in. "He seemed to be a little jealous."

"A little?" Jean replied as she started the engines. "A little? He's always been jealous. Always," she murmured as she began the takeoff procedures. "He's still a great guy, don't get me wrong. Just," she sighed as she kicked the engines into gear, lifting the jet about a foot in the air. "Just a little too thick and quick to jump to conclusions." She continued as the jet blasted off into the skies above the school grounds. In less than a minute, the school wasn't visible to human eyes. Jean knew that they would be at their destination in less than two hours, thanks to the faster-than-sound jet. However, she still decided to keep an eye on all the controls. Using her telekinesis, she was able to keep every single dial and lever in the perfect position. "A good leader for the X-men. Just not husband material."

"You think you'll be able to talk him out of trying to worm his way into joining this new team?" Jubilee asked from her seat. From the sounds of it, the young woman was once more on her phone. Though, after the breakthrough she had been able to perform with the device was enough to forgive her over-use of it.

"I think Scott would make a decent addition to any team," Jean sighed as she leaned back in her seat. "Regardless of what people think of him, he is actually a good leader. He knows how to form a plan. How to adapt to a situation," she continued as their vehicle slices through the clouds at breakneck speeds. "Besides," Jean said with a subtle smirk, changing the subject on her, "he wasn't nearly as upset as Logan was when he found out you gave a guy your number."

"Hmm," Jubilee quipped in a mocking tone, "lemmie guess, he asked you to threaten him?"

"You've met Logan, right?" Jean asked her with a chuckle.

"So that's a yes?" the younger Mutant asked. "Well tell Logan that I was just being polite. They guy _did_ save my life, you know." Both women shared a hearty chuckle as they continued on their journey. "Oh by the way," she said as she opened up her bag. "I threw this together from my old training uniform," she said as she pulled out a yellow jacket with blue stripes. A hood had been expertly sewn onto the shoulders, and the 'X' patch had been removed. In her other hand, she held a mask, with a matching yellow colour. "What do you think?"

"Nice," Jean remarked, admiring her craftsmanship and skill. For the next hour, they swapped stories about their lives. Shared learned lessons. They bonded. They had a good time. And never once did either of them suspect that they had a stowaway on board, hidden in one of the cabinets.

xxx

Steve stepped down the marble path that led to the grand Mansion. Its style reminded him of the White House, but more extravagant, and yet smaller at the same time. Four white pillars supported the entrance to the house. A series of black stones formed the steps, which he used to ascend to the door. The door itself seemed like it was made of solid oak. Very expensive and very well-crafted. He reached for the brass knocker, preparing to use it, only to have the entire door swing open on its own. After re-gaining his composure, Steve stepped inside, noting the contraptions on either side of the door which had opened it. He then took a moment to admire the interior of the hall, which gleamed with unnatural cleanness. He could see his own reflection in the floor tiles. He wondered whether or not he should take his shoes off. His train of thought was only stopped by the sight of the young man with blue fur wearing a sharp black suit walking down the hall.

"This way, Captain," the young man said politely as he turned around, indicating that Steve follow him. "You may drop your bag anywhere in the hallway," the young man said simply. However, Steve was unsure of the situation still, and slipped his shield out of the duffle bag before setting it down. Casually, he slung his shield across back and continued down the hall. He did not want to be caught unprepared by anything. He followed the man into a larger room, which had a long cedar table stretching along the centre. There sat the entire group who had been present for the final stages of the battle, save for Blink, and Agent Blake. The latter of whom Steve fully intended to suggest for recruitment. If that was up for suggestion. He took one look around the room before taking a seat in between the Red-headed woman who had saved him, and Ms. Stark herself.

"Now, I bet you're all wondering why I've gathered you all here today," the young man he had saved from Deacon Frost said with a smirk. He was cut off by a hard glare from the billionaire.

"Funny," Janet Stark said sharply. "Funny, young man. _I_ called you here today to…discuss what we accomplished the other day."

"Basically, you want to form a team of Super-friends," the young woman, who was wearing a yellow hoodie, smirked. "Let's just get down to the business When do we get to the bad-guy hitting part?"

"Quiet," The red headed woman said firmly. "In all seriousness, there are a lot of politics we need to discuss. I understand exactly what we are going for here, but there are some problems. I'm a teacher, after all. I can't just drop everything and more out here full time."

"And while I'm getting an apartment soon," the young man quipped, taking on a serious tone of voice. "I'll still be holding down my own job. Hopefully. What happens if there's some sort of crisis and I can't leave work?"

"I am prepared to address that," Ms. Stark said softly as she began to hand out a series of sheets. "We can handle this the old-fashioned way. Arrange a schedule. Have at least two people here full-time," she continued as she passed beside Steve, and paused briefly. "Where is your…partner? The one who-"

"She declined," Steve replied quietly, as he folded his hands together.

"Ah," Janet replied knowingly. "Well, that just leaves room for expansion," she said as she handed out the last of the pages. "Once you have finished confirming your availability, I will begin the tour of our facilities. I-" She was cut off by the young man raising his hand politely in the air. She let out a single sigh before indicating that he could say what he had to say. Which was obviously very important.

"Look, just one question," he said as he straightened his back. "I'm really sure we're all thinking it. But… I really think we need to get one a first-name basis before we go any further." Steve blinked in surprise. He hadn't realized just how little he knew about the people around him, despite the fact that he trusted them with his life. Some might have seen that as a serious miscalculation. The others seemed to agree, as they exchanged a series of collective nods around the room. The young man sucked his breath in deeply before continuing. "I…I think I'll take the plunge here," he said sheepishly as he rubbed his cheek. "My name's Peter Parker. Sometimes I go by the _Vigilante,_ if you read the Bugle," he quipped as he shook his head. "Strength, speed, hyper-awareness and regeneration," he finished with a nod.

"Good man," Steve said, trying to keep the shock out of his voice. Once more, the name _Parker_ had come into his life. It seemed like a recurring dream. Was he destined to forever be haunted by the surname? "Captain Steve Rogers," Steve continued, trying to distract himself. "Back….in the War I was called 'Captain America', and I guess the name's stuck," he smiled as he looked around the room. Many more exchanges were given, and he learned a great deal about his new teammates. Even more than what they said. He was surprised to learn that half of the team was made up of Mutants. And even more surprised to learn that Jubilation Lee, who vehemently stated that she was going to go by the codename 'Wondra', _despite_ Peter Parker's insistence on referring to her as 'sparkplug'.

He also learned just how dangerous some of the others could be. He flinched as he saw the woman in red clothing, who had appeared only at the last minute of the battle, Lorelei, threaten the Red Headed Jean Grey. The threat was over the latter attempting to 'gain' access to the former's mind with her telepathy. Both women seemed to be forces to be reckoned with. So much so that Steve considered moving himself in between them, in order to avoid a brawl. Not that it would have done much good, with such arcane skills at play.

Once the introductions were finished, they completed the schedule, which had at least two people in the Mansion at all times. But there were usually more than that. Coulson had given Steve permission to be on-site twenty-four seven, as long as he was on-call for emergency situations. Ms. Stark also seemed to have a very flexible schedule, being a billionaire and all seemed to have its perks.

"And now," Janet sighed as she set down the piece of paper, "we can finally begin the tour. Follow me," she said with a slight huff. They all pilled out in an orderly fashion, one after the other until the room was completely empty.

It was at that point that the small, Mutant stowaway crept into the room. She relished in the thought of being able to get this far. None of her friends back at the school thought she would succeed. But once they did, they would have to suffer for it. Once she managed to get a picture of Captain America without a shirt on, she would be the coolest girl in the school. All she had to do was wait until the respective heroes went to sleep. Then she would act.

xxx

"And in _here,_ Janet said as they walked into one of the larger rooms in the mansion, "Is our state-of-the-art workout facility," she said as the group piled into the room. Each and every one of them moved to a particular instrument. The Captain studied the barbell set. Jean Grey inspected the treadmill. Carol Danvers was surprised at the size of the punching bag. Janet smiled, knowing just how impressed they all were. And how impressed she was with herself, having assembled it all in a few short days. "And if you'll follow me," she said, re-gaining their attention as they piled back outside. She led them up a flight of stairs, which led to the second floor of the building.

An extravagant carpet covered the floor which they walked upon. The walls were painted a silvery-grey colour, with brass highlights. Twenty rooms shot off on either side of the hallway. This was the floor she had decided to dedicate to their sleeping quarters. It was the warmest during the winter, and the coolest during the summer. Every room had a dedicated Wi-Fi network, for their own privacy. As well as a television and a medium sized bed for sleeping in. Each room also came stocked with a small fridge, and a medium-sized closet. Perfect for keeping a few clothes there for emergencies.

"So we never actually decided on an official team name," Peter Parker quipped as he stepped out of the room he had claimed as his own.

"Well you're sure as hell not going to pick it, _Vigilante,_ " Jubilee snapped back playfully.

"Actually," Janet cut in softly but strongly. "I do have a suggestion. Originally," she said as she glanced around. "Well, I was going to say _Defenders._ But that would be disrespectful to those who came before us," she continued, "and we're not here to defend, anyways. We're here to avenge those who have been wronged."

"So…." Jubilation Lee said as she folded her arms across her chest, "we're going with the _Avengers?"_

"Yes," Janet replied with a smirk that seemed to be contagious. "Yes, I was thinking _The Avengers."_ They all nodded, wordlessly agreeing to what she had to say before turning away, setting up their private rooms. Only a few more words were shared between any of them on that night. Janet had a few errands to run in her corporate office. Several others promised to return in the morning, after making arrangements with their families in their own homes. The only ones who stayed were the Captain, Peter Parker, and Charles Xavier's two students.

Little did they know just how freaky things were going to get.


	11. Freaky!

Lorelei bowed her head down low. She had had a long day, and a restless night inside the walls of the Stark Mansion. Though she did not need sleep, technically, as she could simply draw upon her arcane powers for additional strength. What she really needed was to concentrate on past and current events. It had been a total of six months since she had been betrayed by her sister Amora. Six months of being all alone, with no one to guide her, to tell her what to do. A small portion of her mind asked what Amora would have done in her situation.

"She would have killed them all," Lorelei whispered to herself. It was true. She had seen it before many times. Once, over a century ago, a man had been courageous enough to insult her sister. And in less than an hour, Amora had burned the entire town to a crisp. She remembered it clearly. People running in all directions, suffering her Master's rightful wrath. The man, Amora had taken care of personally. She had slaughtered his wife and daughter before their eyes. Their blood had spilled in all directions, completely drenching the man's son in a scarlet fountain, even as he picked up a firearm. His actions had been noble, especially for one so young. Lorelei had seen many grown men cower before her sister.

But the boy, it seemed, possessed the courage to aim and fire the weapon, for all the good it did him. He had fired the weapon twice in Amora's direction before she turned her attention to him. The bullet had been slow and sluggish, easily deflected by the experienced Succubi. She didn't kill the boy, who looked like he was halfway through his second decade, however. No, instead she forced Lorelei to _debase_ and _defile_ him. Right there, on the spot where his mother and sister had been killed, while his father watched in utter horror. She still remembered the look in the man's eyes as she claimed her first victim. And she remembered _loving_ it. The adrenaline coursing through her body. The feeling of bending him to her will. Of sucking the life out of such an innocent soul. It had consumed her in a constant state of euphoric bliss. A bliss that had lasted over a century.

That bliss was what allowed her to get through all of the rigours of her sister's trials. Starting wars. Committing Genocide. Seeing Empires rise and fall. All of it, so that the two of them could gain personal power. A view that many of her sister's allies had shared. In her early years, she remembered crossing paths with a young German artist, who Amora attached herself to, to use as a puppet. She used him like she had used everyone else. She was after powerful artifacts, and he was after world order. Their ambitions had meshed perfectly. He would sow destruction, while she reaped the benefits of the artifacts he came across.

But that life was behind her now. Amora had betrayed her, and she could never forget that. All Lorelei could do at the moment was surround herself with powerful allies, and hope that they would be sufficient to overwhelm her sister when their paths crossed the next time. Which was sure to happen. And therein lay the real reason for Lorelei's restlessness. She was not sure if her allies would be able to match Amora's raw power and superior skill. No doubt that the _repulsively_ cheery Jubilee would be one of the first to fall, perhaps only preceded by the furred Kurt Wagner. Janet Stark and Carol Danvers would soon follow. As would Captain America. The Psychic-powered mutant, Jean Grey, would no doubt be able to put up a mediocre fight, given the skills she had displayed several days before. But, she too, would succumb to Amora's power.

That would leave only the conundrum that was Peter Parker. The young man who by all means should have left Lorelei to die not once, but twice. His reasons for doing so completely escaped her. No one had ever willingly risked their life for her. Not even Amora. So why had he? His explanation of 'you needed help' did her absolutely no good. In her mind, it had always been that if someone needed to be saved, then they were not worth saving, as they were useless. But she had never thought of herself as useless. And apparently, neither did he.

But, in what seemed like a complete contrast to his character, he had become angry with her, when she had saved him from a certain death. He berated her for not intervening sooner, ending the fight _before_ he was in anger. _But he was not in danger until then,_ Lorelei pondered to herself, as she sat alone in the darkness. She had been watching him closely throughout the battle. There was never a moment before then that he had been in real danger. He was, for the most part, a very capable combatant who Lorelei wanted by her side in the coming trials. Especially when she knew very well who might be coming their way. A being who could wipe them all out with perhaps a thought.

xxx

Janet Stark furrowed her brow. She had never imagined that she would be given such a headache by the idea of forming the Avengers. Sure, the first official meeting had gone off without much of a hitch. A few barbed comments, but nothing too serious. Nothing that they couldn't work out in due time, with some good team-building exercises that she had up her sleeve.

It was the investors that were giving her a headache. She had arranged an early-morning meeting with them, and was now realizing her mistake. She had spent the better part of the last hour arguing her point across to them, with little avail. Flanking her left and right were her two young protégés, Carol Danvers and Kurt Wagner. Both were dressed sharply in suits, and seemingly fidgeting in their seats. Carol more so than Kurt. Though that could have something to do with having vita-rays flowing through her body. She made a mental note to ask Doctor Ohnn about it, as he would know more than she did.

"A frivolous expense," Mike Delegato, the one member of the board she wanted to get rid of more than anything, stated clearly as he folded his arms across his chest. "That is what this is, Ms. Stark," he continued viciously. "The damages we would be liable for alone could cripple us. They could cripple our-"

"The risks to your investments would be minimal," Janet replied stiffly. "Especially when compared to the benefits," she continued, for the benefit of the rest of the board, who she knew were still undecided about what to do. She pulled out a spreadsheet, and passed it around the room for all to see. Clearly labeled where her projected costs for the Avengers. Things such as electricity bills, and operating costs would be covered by her own funds, but she wanted an auxiliary pool of money to draw from if things got dicey. She wasn't stupid enough to believe that they would be immune to lawsuits. Already people were looking for someone to blame for the destruction of their property during the attack. And as soon as they went ahead with the planned first public outing of the entire team, things were sure to get hairy for a while.

"And where have you drawn these numbers from?" Janice Kim, a relatively new member of the board asked politely, as she reviewed the numbers. Unlike most of the people in the room, Janet actually liked the woman. Although she could be cold, she was also a by-the-book person. She followed every rule and law to the 'T', no matter her personal opinion about something. She always looked at the numbers, seeing what could get her the most profit. An admirable quality in a businesswoman. "There seems to be no pre-requisite."

"For now," Janet clarified as she shook her head slightly, "they are merely a prediction, based on current cost of vigilante crimes." Janice nodded briefly, murmering to herself about something. Most likely she was running over the math in her head. "However, you must consider how much your personal assets would be set to _gain_ by publically supporting the initiative," she finished, earning a look of slight shock from her benefactors around the room.

"She's right," Janice nodded as she set down her sheet. "This could easily cover our losses from our recent shift in stance towards Mutant Rights."

"Oh I doubt we'll ever be over that," Delegato snapped back, earning a fierce glance from Janet as his lips moved. She would definitely have to find him a replacement. The sooner the better, in her opinion.

"The stocks have nearly sorted themselves out," Janet said firmly, making sure to keep her voice in check. She wanted these people to give her money, and to do that, they needed to like her. And the best way to make sure of that was to keep them happy. And the best way to keep them happy, was to talk about giving them money. "Another few stock points and we'll be back to our yearly average," she said as a platinum blonde woman, in her early twenties, entered the room. She leaned down and whispered something into Mike's ear. From the way he stiffened up as she spoke, Janet guessed _exactly_ how she had gotten a job as his personal assistant. In fact, Janet also knew that if her brother was present, he would have hired the woman on the spot.

"And if this venture should get you enemies?" Delegato asked bluntly as he shuffled through several papers his assistant had handed him. "I would hate to be putting my life in danger because of your _exploits_ with our money." Janet gritted her teeth, and saw that the young woman had done the same. _Well at least she knows what kind of man he is,_ she monologued internally.

"Rest assured," Janet replied with a fake sigh, "your life will be in capable hands. I am sure you could afford the extra security if need be," she said plainly as she smoothed out the crinkles in her suit. "Not to mention the more than capable police are always at our disposal." She finished with a warm smile as she waited for a response. Most of the people in the room nodded in agreement, due to the amount of money they were about to receive from the Avengers Initiative. Out of the corner of her eye, she saw the blonde woman hand Delegato more papers, while whispering into his ear with expert precision. It was obvious that this woman would be key in moving the man around more. And Janet intended to keep an eye on her. Perhaps she would be able to persuade this woman to switch sides, for a better salary and benefits. After all, her life was going to get a lot more hectic, and she would be in need of more assistance from her support staff, which at the moment only included Kurt. "I think it would be best for us all to sleep on the deal," she said plainly as she rose to her feet.

"Seconded," Janice added in as she did the same. "Same time next Monday, perhaps?"

"Very well," Mike grunted as he rose to his feet. "But I will have some more to say, just so you know," he finished as he began to walk away.

"Oh I don't doubt that," Janet heard Kurt mutter under his breath as the room became devoid of Homo sapiens. She looked at the clock that hung on the wall. It was almost Eight A.M. She knew she had another appointment booked for ten o'clock that morning. This time to make sure she could secure the movie rights to the Avengers. Because she knew that eventually, someone would want to make a film about their exploits, and she wanted as much creative control as possible, in order to protect her public image.

"You two go get some breakfast," Janet sighed as she picked up her belongings. "We'll meet back here in an hour, so we can get things settled before Mr. Feige arrives," she huffed, sure that the two of them would want some time alone, after all. She wasn't sure why she had insisted that they come along. Perhaps it was because she felt better about herself when they were around. After all, they were the only family she had left. She hadn't seen a trace of her brother since he dropped off the face of the Earth. Not that she wanted too, of course.

xxx

Dead quiet. That was all that she could hear. Not a sound, which spoke volumes about the quality of the walls that Ms. Stark had in her building. Jubilee doubted that she would be able to hear a pin drop outside her door.

But that was the part that bothered her, the quiet. She was so used to sleeping at the Institute, were odd noises could be heard at all times. Whether it was some new student struggling to gain control of their powers, an adventurous mutant attempting to sneak out past curfew, or simply someone walking to the bathrooms, there was a noise. She rolled over in her bed, noting how it seemed shorter than before, as her feet now reached over the edge. She looked towards the alarm clock installed on the wall, seeing that it was just past eight in the morning. She glanced up at the ceiling, wondering if she should be getting herself out of bed.

Before she had left the previous night, Janet Stark had insisted that everyone be ready for another meeting later in the day. A meeting which would further explore their abilities as a team. Which made sense. After all, Jubilee didn't know how well she would be able to work alongside Captain America's skillset. Or the Witch-woman, who refused to talk to anyone unless it was to state how much better she was then them. _First chance I get, I'm voting her off the team,_ Jubilee muttered to herself as she sat up in the bed. It was very dark in her room, but she trusted her sense of balance enough to be able to navigate her way to the door. She opened it, and strutted down the hall, towards the bathroom. She could not wait for the sweet release that waited her on the porcelain thrones.

Almost absent-mindedly, she opened the door to the bathroom, and stumbled towards the sinks, wanting to wash her face off first. Without looking up, she turned the handle, and let the cool liquid flow downwards, into her cupped palms. She let the water build up for a few seconds before bringing it up onto her face. She closed her eyes as the clear liquid splashed against her skin, offering a soothing sensation that almost nothing could match.

However, the sensation's cool embrace was soon replaced with a look of absolute terror. Once she lowered her hands, and opened her eyes, she knew something was off. She knew her body inside and out. She knew her shoe size, her waist size, and her bra size. Everything was memorized down to the smallest detail. Which was why it came as such a shock to her when she looked down, seeing just how far away the ground was. Definitely farther than the normal five feet and four inches. Her eyes shot up to the mirror, and she nearly screamed.

She wasn't in her own body. She wasn't even in a body of the same _sex._ In fact, upon closer inspection, she realized that she was in the body of one of her new teammates, Peter Parker. The vigilante who had saved her from her quick fall from the empire state building. She turned around rapidly, and sprinted out of the bathroom at this realization. One single thought formed in her mind, as she tried to remember which room she had gone to sleep in. She tried several doors before getting the right one. In the process of opening the door, she surprised whoever was in her body greatly.

"What in the Sam hill…" the person inside her body snapped as 'they' sat up straight in the bed. Based on the speech pattern, and the use of the phrase 'Sam Hill', Jubilee guessed that her body was being inhabited by Captain America himself. And to his credit, the Captain appeared to be just as surprised as she was. If not more surprised than she was at the moment. Both of them remained perfectly still for a moment, until Captain America's body thundered down the hallway. His expression was just as bewildered as theirs.

"So…" the person inside the Captain's body blurted. "I'm in Cap's body. Cap's in Sparky's body and-"

"Call me _Sparky_ again and I'll kick you in the nuts," Jubilee snapped as she ran a hand through 'her' hair. Which wasn't really hers. It felt way to short and course to the touch. Yet another thing that unnerved her to the bone.

"Do either of you know exactly what happened?" Captain America asked as 'he' rose out of the bed.

"No," Peter Parker replied as he nervously switched his balance. Obviously he was as uncomfortable in the Captain's body as she was in his.

xxx

"I can't believe she has to deal with that asshole every day," Carol muttered as the two of them sat down at a table. Nothing too fancy, just a small fast-food restaurant three blocks from the office building. They were both still dressed to impress, but Carol was beginning to fidget in her outfit. It was way to constraining and itchy. She preferred her usual, more casual clothing over the monkey suit she had on. "How many times has he been punched in the face?"

"None," Kurt replied as he set down the tray of food for them. The tray consisted of two breakfast egg wraps and a hash brown each. Not much, but enough to fill their stomachs. And enough of an excuse to get out of the dusty office building for a while. Something they both needed after the gruelling process they had just been put through. "Though Ms. Stark has talked about putting his head on a pike in the past," he shrugged as he picked up his hash-brown.

"Well then maybe I'll be the first," Carol reasoned as she did the same. "I figure I can break his jaw without much effort, how 'bout you?"

"Isn't your father a police Captain?" Kurt asked bluntly, with a grin across his face.

"He is," Carol replied with a playful wink. "But he'd probably volunteer to _shoot_ Mr. Dickhead if he got the chance." They both shared a chuckle as they passed the time, neither of them actually wanting to go back into the building with Janet. "You think this whole thing's a good idea?" Carol asked out of the blue.

"What, the whole thing with forming a team?" Kurt replied. Carol nodded, and he continued, "kind of. I think," he said, with only a slight amount of hesitation in his voice. "I mean, it's a start. But I don't think Ms. Stark's playing up the fact that half of us are Mutants enough," he sighed as he toyed with his food somewhat.

"Well what more can she do in the present climate?" Carol replied honestly. Not that she didn't agree with him, she just didn't know how to proceed any better than the businesswoman was already proceeding. "Call ourselves the Mutant Society?"

"I was thinking something along the lines of 'The Brotherhood of Mutants," Kurt shot back quietly, aware that they were in a public location. "Give people a banner to rally behind. Have a public face for Mutants to gather around, look to for leadership. That kind of thing," Carol chuckled a little. Kurt was sounding like some sort of politician trying to get votes, and it was rather amusing to her. She pictured him standing behind a podium, with his natural blue form showing, giving a speech in front of the White House. A crowd was gathered around him, some of them cheering, some of them not. A most amusing sight for her to behold.

"Well if you're going to become leader of a mutant nation," Carol whispered with a smile, "you're going to need a better alias."

"And I'm supposed to take the advice of someone who's gonna call themselves 'Binary?'" Kurt snickered before taking a bite out of his food.

"Well that Telepath already took Ms. Marvel," Carol replied with a slight huff as she crossed her arms, feigning a pouty look. "Almost like she plucked it from my thoughts."

"Well Telepaths do that on occasion," Kurt chuckled. "I was thinking about going with something like _Nightcrawler."_

"Sounds like the title for a movie," Carol replied with a slight giggle. "The Future of the Mutant race is in the hands of a Nerd. We're all doomed," she continued as they both looked at the clock on the wall. Neither of them felt much up to dealing with stubborn people at the moment. Unfortunately, that seemed to be impossible, as a man was quickly making his way towards the front of the line. He was dressed in baggy clothes, and huddled over on himself.

At first glance, Carol mistook him for a simple druggie. But upon closer inspection, she realized that there was nothing _normal_ about the man. His breathing was ragged. His eyes were shifting from side to side. His hands clutched something hidden in a paper bag. And Carol didn't want to wait to find out she was right. She stood up quickly, followed shortly by Kurt. She tried to make her way towards the man, but she wasn't fast enough. When he reached the front of the line, after pushing aside an older couple and two small children, he brandished a gun.

"Open those _fucking_ registers now!" the man roared as he shoved the weapon onto the face of the nineteen year-old employee, who squealed in fear. The man spun around and aimed his weapon towards the rest of the people in the restaurant, looking for any potential 'heroes'. _And obviously biting off more than he can chew,_ Carol smirked as she began to formulate a plan of action. One which she hoped would result in no one getting shot. Subtly, she nodded to Kurt, hoping he was operating on the same wave-length as she was. And slowly, she coiled her legs, building up potential energy, preparing herself to tackle the man like he was carrying a football.

With a single bound, she crossed the distance between them, letting her shoulder impact against his chest. Her superhuman durability allowed her to shrug off the force of the blow. But not the sensation that came afterwards. She felt like she had burst a bean-bag over her shoulder. It was like hundreds of tiny things were hitting her all at once. Not enough to hurt. But definitely enough for her to feel it as she thudded against the floor. A gasp rippled around the room, followed by a scream as Carol looked into her arms. She was still holding onto the man's jacket. A jacket that was filled with _Hundreds_ of crawling ants. They crawled all over her upper torso, even as she recoiled in absolute terror of the tiny insects.

Insects that behaved rather strangely. They didn't scatter. Instead, they all went in the same direction, as if something was pulling them that way. They soon disappeared out of view, leaving the entire restaurant utterly confused at the sudden turn of events. But at least three of them had the sense to phone the police. Within a few minutes, a series of squad cars pulled into view. The officers inside were clearly prepared for the presence of what the media was now calling an 'Inhuman'. Which basically meant anyone who had been transformed by one of the alien meteors.

According to Janet, there had been over two hundred reports of activity in the last week. And they were quickly spreading out to surrounding communities. Some people seemed to be relieved by that news, as it meant less trouble for the everyday person. But as her Father had put it, "It means it'll take longer to catch them. More jurisdictions, more officers, more egos." Which made perfect sense.

Quickly and quietly, Carol gave the police her statement, acknowledging the fact that she had tried to tackle the man. And telling them in explicit detail about how he had _shattered_ into a hundred ants. Which they took in complete stride. Fairly reasonable, as the police had been forced to accept the presence and threat these people possessed. Carol nodded to them as she stepped away, briefly hearing two officers exchange a few words as a wallet was handed off between the two of them.

"….Lang's getting desperate," the man shrugged.

"'course he is," the other quipped softly. "Boss-man's getting impatient."

xxx

"Um, so…" Peter Parker's own voice asked him, causing him to look up from where he was sitting on one of the couches. It had been a solid hour since he had woken up, only to find that he wasn't in his own body. Instead finding that he was in the one that belonged to Captain America. He shook his head as he looked at himself, as sure as if he was looking into a mirror. It was very surreal, knowing that Jubilee, or Wondra, as she demanded to be called, was in his body. "I've got a bit of a…problem."

"We all do," Peter replied with a shrug.

"Yeah, well mine's kinda….personal. Sort of." 'Jubilee' replied as she/he shifted on her/his feet. "And I need a little bit of advice," she asked politely. Peter looked at himself up and down, trying to guess what she wanted from him. It didn't take long for him to guess what she was referring to. With a sigh, he rose to his feet and led her down the hall.

"You have to pee, don't you?" he said with a smirk as he opened the door to the bathroom.

"Yeah," Jubilee replied as she entered the room. "Yeah. That I can handle. I think. But I just need some pointers on um…" peter chuckled slightly as he noticed the sizeable bulge in his own pants. Or was it her pants? He wasn't quite sure at the moment. About half an hour ago, the Telepathic Jean Grey had come into their hallway, and explained that she had been feeling a psychic disturbance during the night. A disturbance which had led her to deduce the idea of another telepath being in the area. She had left quickly, explaining that she as going to have a look around, and see if she could find the source of the disturbance. He hoped that she did. Because once that happened, then things could be sorted out. And he wouldn't have to deal with the screwed-up nature of the whole situation.

"You've got a Boner," Peter smirked. Jubilee, however, shrank backwards somewhat. Obviously, she was embarrassed by it. "It's okay, lots of boys your age…" he began. He was cut off by a fist slamming into his/Captain America's sternum. The force of the blow knocked the wind out of him, and he doubled back. "That…was uncalled for."

"No," She/he replied, "that was fun. If you're not going to help me," She/he asked with a glower, "then get out. Now. I was actually being serious," She/he finished as Peter was pushed out of sight, by himself. He lingered outside of the room, just long enough to hear the words "How the _fuck_ is someone supposed to aim with this thing?" He chuckled to himself, wondering exactly what kind of troubles Captain America was having in his current body, and how long it would be before he could get back in his own. He looked out the window, just in time to see Jean Grey _dragging_ a prepubescent girl down the street by her arm.

xxx

Janet smirked as she walked down the hallway, towards her office. The meeting with the head of the newly founded _Stark Cinematics_ division had gone extraordinarily well. Kevin had definitely shared her vision for the film adaption of their team's exploits. She now knew she had complete control over her image. Or at least as much control as someone could possibly have. There were still variables, and she couldn't control every single tabloid's crazy rants. But she was still happy with what she could control. She would take a portion of the money that the films made, and would split that among the members of the team. That seemed to be a fair compensation for their time and efforts. And she knew that most of them would be sacrificing their careers for this venture.

"I'm sorry, mam," her receptionist said hurriedly as Janet walked past. "He insisted on-" Janet did a double-take. She knew she didn't have any meetings booked for the next few hours. So there should be no one in her office. Especially with the risk of corporate espionage criminals. The businesswoman decided to double her pace, and stepped into the room. A man stood against the wall-sized window. She couldn't properly see him, at first, due to the contrast that the sunlight provided against her eyes. It took a moment for her vision to properly adjust, at which point she clearly saw George Stacey, a Police Captain for the NYPD, the Father of Carol Danvers and a man whose company she rather enjoyed.

But his expression told her that she was not going to enjoy this conversation. In his hand, he held a small file that had been on her desk. She did not have to see it to know what it was. She mentally chastised herself for leaving the Avengers Roster out for all to find in her desk. That was a mistake she would not be making again anytime soon.

"Yes or no," George said plainly, ignoring all pretenses as he turned around to face her. "Did you tell my daughter to join this little team of yours?" Janet blinked twice before responding. He was not coming at her as a Police officer. He was asking her as a father, in a very reasonable tone of voice. Reasonable, but with fire in his tone.

"No," Janet replied calmly, wanting to keep things as civil as possible. "No. Everyone on that list _volunteered._ I would never-"

"I know," George cut in as he waved the file around. "I know. But I still had to ask. Fatherly duty," he said plainly as he set the file down on the desk.

"Are you going to arrest me?" Janet asked, half afraid of the answer.

"No," George replied with a sigh. "No, the Mayor, as well as the Police Station, have bigger concerns out there than a group of people who took down a maniac," the man continued as he took a seat on one of the large sofas that dominated the office. Janet took a seat opposite to him, feeling that it was better to address him from there, rather than from behind her desk were she might be viewed as the superior. And that was not what she wanted. "The Mayor thinks you should all be getting awards."

"And what do you think?" Janet asked tentatively.

"Well I'm of two minds," George replied with a shrug, as he leaned forward. "One, you did stop that man from tearing this city a new one." Janet nodded in response as he continued. "But, you've put my youngest daughter in the crosshairs of some very powerful people. I-"

"I've made every precaution to-" Janet began to say.

"I know you have," George replied quickly. "There's no doubt that you have done everything in your power to protect these people. But," he continued with a slight sigh as he leaned back into the couch. "There are some people in the community who are already capitalizing on these people with powers," George said seriously, as he rubbed his chin. "People with a lot of influence, who you shouldn't be crossing lightly." The Police officer added in with a huff. "People like Parker Robins and Wilson Fisk."

"You really don't like either of them, do you?" Janet asked, hoping to diffuse some of the tension hanging in the air with a lighthearted statement.

"No," George replied sternly. "I don't like either of them at all. Because I can't touch either of them, no matter how many laws they break." The expression on his face was genuine. She could tell that he wasn't lying to her, and there was something eating at the edges of his mouth. There was something he wanted to say, but was looking for the right way of saying it.

"You're afraid that something bad is gonna happen?" she asked him seriously.

"I am," George replied with a sigh. "A while ago, there was a cop who was _determined_ to bring Fisk's organization down. He pursued him like a madman. Then, one day…." The man whispered softly. "A package arrived at his house. His wife picked it up. It was a mercury bomb." Janet sucked in her breath deeply. She hadn't quite been expecting that kind of a response. She was looking to inspire people, to do some good for Mutant kind. But the thought of bob threats rattled her. Not enough to stop her from doing anything, but still enough to send shivers down her spine. "But enough of that," he said, waving his hand through the air, almost like he was trying to wave the thoughts away. "I know that you're not stupid. You won't take unnecessary risks," he added in cautiously. "I just want us to come to an understanding on this."

'An understanding on me breaking the law?" Janet asked.

"More like _bending_ it," George Stacey replied with a slight shrug. "I know you're going to have Phil Coulson's support on this." He said, surprising her that he knew the director of the local peacekeeping force. _Then again,_ she thought to herself, _he has been in the business longer than I have._ "And the Mayor will most likely roll over for you, if you have the support of the public. But that doesn't put you above judgement," he finished with a slight nod.

"Whose judgement?" Janet asked intently, "that of the Police?"

"More the Media," George replied as he licked his lips, and furrowed his eyebrows. "If they can find something on you, they will eat you alive. If you do something wrong," he continued as he braced his hands together. "Once someone gets killed, which _will_ happen, Janet. Don't kid yourself," he sighed as he rubbed his palms together. "They're going to come after you. Even if it's not your fault. Even if you did everything to save them, they will blame you and hate you for it. It happens all the time with police." Janet nodded subtly, knowing what he was saying was true way deep down inside her soul. She knew that eventually, she would become a figurehead, and a target for naysayers to home in on.

"I know," she said softly.

"Not yet, you don't," George replied as he slapped his hands against his knees. "I hope this doesn't mean that our dinner plans next week are off, are they?" he asked, with a subtle smirk on his lips.

"You can't get rid of me that easily," she smiled warmly as she got to her feet. "There's no way I'm going to that Osborne Gala alone. Not without some NYPD backup," she finished as she led him out of the room, and down the hallway. As they walked, his cell phone went off, and he opened it, only to sigh slightly. "What's wrong?" she asked.

"I'm starting to miss regular corner-store robberies," he muttered. "Some guy just held up a McDonalds down the street. He got tackled and get this," George said heavily, "he shattered into a hundred _ants._ Disgusting," he shuddered as they continued to walk. "I really hope this all dies down soon," he finished with a shake of his head.

xxx

 _"…these so-called Inhumans keep terrorizing our city's streets!"_ The loud-mouthed John Jonah Jameson practically screamed into his microphone. _"Less than an hour ago a local restaurant was robbed at gun-point by one of these criminals, who are quickly becoming a problem!"_ Steve Rogers sighed as he set the remote control for the television down. He felt fragile, very fragile. Almost as fragile as he had before he had been given the Super-Soldier serum in the early Nineteen Forties. Though that may have been more to do with relativity. He had a feeling, as he looked down at the current body he was inhabiting, which was that of a young woman, was in much better shape than his had been. He guessed that Jubilation Lee was an avid athlete. Perhaps she was some sort of Gymnast or swimmer. He groaned to himself as the doors slammed open, and the red-headed Jean Grey, who had been christened as Ms. Marvel for the time being, dragged a pre-teen girl into the room. The expression on her face was livid and frightening.

" _You_ are in huge trouble," Jean growled as she thrust the girl into the centre of the room. As she spoke, the other two people in the mansion at the time, Peter Parker and Jubilation Lee, the former of whom was in his body, stepped into the room. The latter looked as frightened as Steve knew he should feel. Perhaps that was because she knew how the older woman would react. "Explain yourself, Miss Elliot!" Jean roared. Out of the corner of his eye, he saw several loose pieces of furniture shift ever so slightly.

"I…." the prepubescent teen stammered, frightened out of her shoes.

"Go on," Jean snarled.

"I…" the girl repeated, as he eyes flashed left and right. "I just wanted….a…" Steve decided to step in. In his mind, Jean was reacting in the wrong way. She was trying to scare the girl into submission, and that didn't sit right with him.

"Just calm down," Steve said, his voice sounding more high-pitched than he would have liked. "There's no need to overreact and-"

"Captain, do you realize what she did?" Jean snapped bitterly, as her hair flew through the air. "What she could have done?"

"Enlighten us, please," Peter interjected cautiously. "I mean, aside from the obvious," he clarified as he stepped off the staircase. The four of them formed a loose circle around the preteen, who was looking more and more frightened by the minute. Briefly, they all stared at one another, before Jean broke the silence with a harsh tone.

"She stowed away," Jean said crossly, as she folded her arms across her chest. "On the Blackbird. I found her in one of the storage compartments," the redhead explained as the prepubescent girl whimpered somewhat. She was obviously scared out of her mind. "And apparently, sometime during the night," she continued as she paced slightly around the room. "Miss Elliot snuck into the mansion through a small vent. She then used her _formidable_ psychic powers to try and switch minds with _you,_ Captain." Steve glanced between Jean and the young lady, not convinced that the teen had the capability of doing that. And then there was the obvious problem with her explanation, which Peter Parker pointed out.

"So why did we get caught up in it?" He asked plainly as he stepped forward slightly. "I mean, last time I checked, I wasn't really Captain America."

"Well you're not supposed to be," Jubilation replied with a slight smirk.

"I…" the prepubescent muttered softly.

"She miscalculated," Jean cut in abruptly as she flipped her hair to the side. "And you all got caught up in it."

"So?" Peter asked with a shrug. "I'm sure she can undo it by-"

"Not that simple," the redhead replied as she waved her hand through the air. "Unfortunately. It's a miracle that she didn't kill someone," the older woman remarked crossly, as she stared down the preteen, who shrank back somewhat. "And I don't think I can fix it. Not alone, at least," she sighed as she gripped the girl by the arm. "We've gotta go see the Professor," she finished as she pulled her away, towards the door. "He can fix this, I'm sure."

"Professor?" Peter asked, as they all fell into line behind the two of them. "What Professor?"

"Professor Xavier," Jubilee replied, with a slight spring in her step. "At the school where she teaches, and I used to be a student."

"Not anymore?" Peter replied as they stepped outside. Quickly, they were all surrounded by a mass of people, who were going about their daily lives. Most of them were buried deep into their smartphones, or in the midst of conversations. So Steve knew they wouldn't be bothered, because no one seemed to care enough to look up and see what was going on around them.

"Well we've made an arrangement," Jubilee shrugged as they walked down the street. "I'm a long-distance student for the next few months, until I officially graduate," she elaborated as they turned down a corner. "Gonna miss some of it, but not all of it," she smirked slightly. "One thing I won't miss is shit like this," she/he continued with a slight huff. "Dealing with little snots who don't know how to control themselves." Steve shook his head, not fully believing the day he had been having so far. He yearned for a simpler time, before the war, when there was no such thing as time-travel and Mutant powers. When there were simple laws of reality that could not be broken by someone thinking too hard.

But the universe did not want it to be that way. Steve Rogers had no way of knowing that something was about to happen that would forever change his world, making it into a darker and crueler place than he could have ever imagined.

xxx

Eric Parker smiled as he ran his hands over the device. The device that had changed his life so much over the past century. It was the very same device that Johann Schmit, the Red Skull, had developed in order to win the war. After the device had been recovered by the allies a few days after the battle, Eric had gone to work on it. He strived to improve it, to find out it's true potential. He had deciphered Schmit's notes within a few hours of finding them, but that hadn't helped him much. What really took him time was deciphering the science behind the device. And eventually, he had made a break-through.

The device had the unique capability to transfer Mutant powers from one person to another. He discovered this close to a year after the battle, when he saw James Howlet recover from a bullet to the head. And after experiencing several mishaps of his own, including a knife through the chest. Several experiments later, and he came to the conclusion that he did possess an extraordinary ability to heal, much like James did. And a full six months after that discovery, he stumbled across another Mutant, this one possessing extraordinary powers of control over energy. And Eric was quick to confirm his theory, using a slightly enhanced version of the machine to transfer the man's abilities into his own body. The experience had been quite exhilarating to say the least. He had gained a new outlook on life, and of the universe.

The discovery led him to attempt using the device on another baseline human. However, the results had been a disaster. The man had not survived the transference. And his research nearly hit a dead end, until he had come to a conclusion. Only certain people were able to go through what he did. Certain, special people. Which was why he created his own brand of special people, under the guise of replacing Captain America. He had screened their D.N.A, as well as his own and found only a handful of candidates.

"Impressive, isn't it?" Amora said in an extremely seductive tone, as she appeared out of thin air.

"Yes," Eric replied simply, "yes, it is. I think it will change the world," he smiled as he turned to face the seemingly normal woman behind him. Clearly, she was dressed the way she was in a vain attempt to impress him. Her efforts were not without merit, as she was extremely attractive in his eyes. But his mind had moved past such carnal desires from her. He knew enough to know that she had an ulterior motive. That she was trying to use him for some greater scheme. And there was no doubt that she knew a portion of his plan. But there was no issue between them. They would both continue to cooperate, so long as their goals were the same.

"Mmm it already has," the Succubus replied ass he wrapped her arms around him. "Just tell me when it will get good."

"Soon, Amora, soon," Eric replied with a smirk, as he wormed his way out of her grasp. "Everything will fall into place soon enough. There are just a few more touches," he added in as he took her by the hand.

"Touches," the Succubus said, with a glimmer of fury in her eyes. "Like my _sister?"_ she asked intently, stepping forward as she did so. "You promised me that she would be dead by now."

"She has proven to be….difficult to be rid of," Eric said as he clasped his hands together.

"And all the more bothersome since she has allied herself with powerful beings," Amora snapped, losing the sweet tone she had previously used on him. "Including your _grandson,_ if I am not mistaken."

"Yes," Eric nodded impatiently. "Yes, she has allied herself with my grandson. Along with Captain America. And another offspring of a defender," he snapped as he crossed his arms. He thought deeply about how the past was coming back to haunt him in ways he could never have predicted. He knew that there were players on the field who could usurp his power. Beings that Schmit had scribbled down notes about. Vague references to _gods_ with power that defied comprehension. The Skull, though a madman, had studied his history thoroughly. Entire books had been written down, describing a powerful ruler simply known as the _Fenghuang Queen,_ who had the power to move entire mountains. And another about a kingdom deep within the ocean's depths. Those powers could either serve him well. Or they could destroy everything he had achieved since the conclusion of the war. "But soon," he said as he braced himself against the machine, "they won't matter. None of them will. I will lead the world into a new age of prosperity and peace." He removed all traces of doubt from his voice, as he cleared his throat.

"And what is your command?" Amora asked, in a tone that was clearly meant to mock him.

"Prepare our soldiers," he said simply, "Four or five should do."

"Are you sure?" Amora asked him, "Resistance could-"

"I will be accompanying them," Eric cut in harshly. "I think it's time that James and I had a long talk, don't you?" he smirked, as realization crossed Amora's face. She grinned along with him. Though her joy most likely had more to do with the thought of causing others a great amount of pain. She was very sadistic, after all. And she never made any intention of hiding it.

*******

"No, we'll be fine for the time being," Jean Grey's voice said over the phone, allowing Janet to breathe a sigh of relief. She had been informed of what had happened, with a young Mutant sneaking into the building during the night and somehow switching the minds of Peter, Steve and Jubilee. Briefly, she thought it would have made a good sit-com, until Jean had informed her that the three of them were lucky to be alive. That had certainly put a damper in her day. But she was confident that Charles Xavier would be able to set everything right. After all, he was one of the most powerful, and influential Mutants in the world. Perhaps the only one who had more influence than she did, due to his connections in various world Governments. But, she put her phone away, and turned her mind towards other matters.

She soon realized that they would indeed need a mode of transportation as a team. Because at first, she had thought they would all have access to a car. But that did them little good when she considered that they would be traveling far greater distances than she had originally imagined. So, she had diverted some funds for a personal aircraft. Not top-of-the-line, but it would do for the time being. She also commissioned several of her aerospace engineers to develop a small, high-tech aircraft, for use later on down the road. There was a small rustle outside of her office, which peaked her interests somewhat. Janet knew that her secretary was not one to make excessive noise. The most she would ever make was when playing soft radio music.

So when a second bout of unusual noise came, Janet's interests where peaked even more. Enough to cause her to step out into the hallway. There, she saw the secretary's desk. Papers were piled up neatly in one corner. In another of the desk was the computer, which the woman was usually busy typing away on. Whether that be forwarding correspondences, checking itineraries, reviewing budgets. She wasn't one to spend her time at work doing online shopping, or checking her personal social media accounts. Which she could appreciate. But there was still something off, despite everything being in order, for the most part.

Her secretary wasn't there. The swivel chair which she usually sat on was idly spinning in forty-five degree arcs. A window several feet down the hall was open, which seemed odd. Usually, when she wanted to cool the room down, the secretary would simply bring out a desk fan. Or turn on the air conditioning if it was extremely hot outside. But neither of those was the case. Quickly, Janet cast a glance towards the bathroom door, which was not far from the reception. It was wide-open, and the light was off. This only further deepened the mystery of were the woman had gone. As did the sudden clatter of noise behind her.

Quickly, Janet turned around as fast as possible. Her years of working under her brother had made her more than aware of the risks that came with being the C.E.O of a company. More than once, a former employee had stormed into one of his personal offices. There was even a memorable situation where a group of fifty freshly-terminated workers had hired a Symkarian assassin to take him out. 'In the most painful way possible', they had later confessed, after the authorities had caught them. So, in order to combat that threat, she had made sure to train herself in advanced self-defence, as well as carry a can of powerful pepper spray in one of her pockets. However, nothing could really have prepared her for what came next.

A woman with short brown hair crossed her vision briefly. In the brief glimpse Janet caught, all she could make out was a tight black suit. The woman moved with such inhuman speed that the business owner had absolutely no time to react as the woman pressed her lips onto Janet's. A slight tingling sensation over took her, as her vision went blurry. She felt her control over her body slipping, as her muscles weakened. Something managed to catch her in the few seconds before she hit the ground, and everything went dark. Her very last thought was of defeat. She had been in the superhero business for less than a few days, and was already being targeted. There was no way she would be able to continue her existence like she had before, even if she survived.

xxx

"He's still refusing to eat?" Stacey asked blatantly as she folded her arms across her chest, and stared at the monitor in front of her. Beside her, stood Sub-director Phil Coulson, who shook his head slightly as he sucked in his breath. Wearing his trademarked suit and tie, Coulson still managed to look extremely dishevelled. _Of course, the last week would do that to any one,_ Blink noted to herself, having been called upon for several emergency meetings via teleconference with Nicolas Fury himself, as well as several other important leaders within the organization's hierarchy. And every time she stepped into view of the camera, at least one person gasped, or began to whisper to someone off-screen. Sure, her appearance was off-putting to most, but she wanted people to at least be upfront with her about their feelings.

Several new recruits had learned their lesson earlier in the week, when it came to calling her out on her appearance. A lesson that had ended in them being sent into the infirmary with broken noses and dislocated joints. She huffed to herself as she realized that it wasn't really anyone's fault. And that Coulson was trying to both make her feel useful, and prove a point. He had resources that most people would beg for. Resources that even Fury himself had trouble getting a hold of. Which definitely made her feel important.

"No," Coulson sighed briefly, as he ran his hand through what remained of his hair. "No, he's not eating. Not since those few bites yesterday," the man continued, as a worried expression crossed his face. He obviously knew that the man, who had simply introduced himself as 'Eugene Thompson', was in a lot of pain. Pain that Coulson wanted to dismiss, to eradicate. Unfortunately, Blink knew that his pain would always exist. He would always feel it. It would act like a dagger, being driven in deeper every time someone made a whispering comment that reached his ears. Every time someone did a double-take, or shied away completely. The pain would continue.

It could, however, be dulled somewhat. And Blink was the only one who really knew how. With only a slight flick of her wrists, she opened up one of her trademark portals through space. Out of the corner of her eye, she saw Coulson give her a slight look, telling her that he knew what she was doing, and that he approved, though only in a subtle, non-regulation way. She would be on her own if she broke one of the many rules that they had in place for detaining dangerous individuals. Though she didn't really worry about that. She had gotten herself into and out of far more perilous situations before. She was extremely confident in her ability to handle a single, depressed opponent.

"Up," she snapped as she stepped out of the other side of the portal, and into the cell itself.

"Go away," Thompson snarled, not even bothering to rise out of the bed he had been given. Since he was what Coulson referred to as a 'voluntary' prisoner, he had been given an extra-large cell. One-eighth of which was taken up by the man's massive bulk. His arms shifted, even as he lay on the bed, which was little more than a large cot.

"Up," she repeated, in an unwavering tone of voice. Out of the corner of her eye, she saw the untouched plate of food, which was still lying on the ground, were it had been slid into place earlier in the morning.

"I said go," he replied, still not bothering to move.

"I said 'up'" Blink snapped, as she expertly kicked the plate of food towards him with a flick of her foot. The ceramic dish slid across the concrete floor perfectly, not spilling a single piece of food as it moved.

"Fuck off," he spat.

"I will," she replied calmly, still keeping her aggressive tone. "Once you eat that." Finally, he moved. His large shoulders, which were twice as large as hers, rolled backwards as he sat up on the cot. Still facing away from her, he slowly rose to his feet. At his full height, he was three heads taller than she was, and almost three times as wide. His arms were almost as large as her waist. And while she was not particularly bulky, favouring speed and agility over strength, that was still a rather large size. He was easily the second-largest person she had ever seen. His skin was akin to fish scales, each one overlapping the next, offering nearly impenetrable protection. She guessed that he would have to weigh somewhere around three hundred pounds, most of it being muscle in order to support his own weight. The ground creaked slightly as he took a step forward, turning around to look her straight in the face. She saw his muscles twitch, as he was preparing to strike. Days of pent-up anger were obviously getting to him.

He lashed out with one hand, aiming for her gut. There was no doubt in her mind that if he managed to hit her, she would be knocked out cold. However, lack of nourishment and improper technique made him slow and sloppy. She had no issue flicking her wrist, opening a portal in front of her body to absorb the blow. Another opened up just behind him, letting his own fist fly through in order to strike him in the back. He howled with rage as he spun around, and stuck his fist through the second worm-hole, thinking that it would somehow hit her. What he did not realize was that she could control which direction things came through. So she allowed his fist to strike him once more, this time in the lower leg. The force he exerted upon himself was enough to create a loud _snap!_ Which alerted her to a possible injury.

"Bitch," Thompson snarled as he hit the ground. His scale-like skin tightened around his back as he tried to rise. However, the weight as obviously too much to bear on one leg and he fell back down. He tried again, with the same results. He tried for a third time, and actually managed to hobble himself to a standing position. However, he was unable to take a step without balancing himself against the wall. He growled desperately as he tried to make his way back to the bed.

"I'm taking you to the infirmary," she said, more of a statement than a request. She moved slowly towards the bed, knowing there was little danger of him attacking her. And even if he did, it would be easy to avoid the blow. "Now," she continued as she tried to throw his arm over her shoulder. He offered no resistance as she helped him up. The weight was extreme, but far from outside her limitations. He was not dead weight, but still pressed down on her body. She was, however, still able to walk. Even with him pressing down on her like he was. She created a pathway straight to the infirmary, were she properly guessed that Coulson would have waiting. As soon as they stepped out the other side of the hole, Thompson was quickly surrounded by a team of three doctors. All of whom bustled around as she helped him onto the table.

xxx

"And the military doesn't want to completely surround the place?" Peter quipped as he stepped down the ramp. He was faced with a spectacular-looking school that looked like it was owned by a millionaire. And was better suited to being a movie-set. The grass was a lush green colour, and several large oak trees dominated the landscape. But what really caught his eye was the game of basketball going on to the far left. At first, there was nothing off about it, until one of the players jumped to an inhuman height, in order to get a perfect shot in the net. "I mean…" he stuttered, trying to correct his words, "it's a really nice place and all. But you'd think some bigot would have a few hundred guns pointing in this direction?"

"The Prof's got friends in high places," Jubilee remarked. He still felt a slight shudder when he heard his own voice coming from another source. "He's managed to keep this place hidden in redacted files and shit," she/he continued as they stepped along the stone path that lead towards the great oak doors. As they walked, Peter noticed the Captain, who was in the young Asian Mutant's body, scratch the back of his/her neck. Seemed to be kind of odd for the super-soldier, who always seemed to be very reserved and in control of his actions. "Though, yeah. I do see your point. Id on't think many people would like having a few hundred ticking time bombs sitting in the heart of America."

"Time bombs?" Peter replied with a shrug, not sure if he actually believed her.

"Yeah," Jubilee smirked as they reached the steps.

"I don't believe you," he said as the doors opened up, revealing an equally spectacular interior.

"Well you sat next to one on the plane ride over here," Jean Grey said casually, as a man with a large pair of white-feathered wings approached from the right. "Warren, we need to speak with the Professor," Jean said as she snapped her fingers, while still holding on tight to the preteen girl's arm. The very same girl who had put them in the mess to begin with. And the one who's skin had gone completely pale at the mention of the word 'professor'. The man with the wings nodded curtly and turned around as Jean led them down the hall.

"You're a time bomb?" Peter asked Jubilee subtly.

"Sort of," she shrugged as they turned around a corner. "When I first got here, I was a wreck. Nearly blew a hole in the wall," she shrugged as they entered a secluded room, which had large bookcase on one wall. And against another where a series of plaques. One of which Peter recognized as a Vietnam War medal, as well as a letter with the presidential seal. Very impressive, in his mind. He also saw a man, in his mid-twenties standing in a field wearing a military uniform and holding a rifle. "-luckily, they sorted me out fairly quickly. Wasn't too much of a problem," she finished as she took a seat.

"Having the ability to blow up a wall," Steve remarked calmly, once more scratching at the back of his/her neck. "That sounds like a big problem to me. Why is it that I haven't-?"

"Muscle memory," Jean cut in softly as she took a seat on one of the large sofas. "The brain is a muscle, and Jubilee trained it hard. So her body can naturally control the impulses," the red haired woman continued as she ran her hand through her hair. Outside, Peter could hear several people talking with one another. Possibly more Mutants discussing exactly what was goin on, which was just fine, in his mind. So as long as they were quick about sorting out the problem, which he could not think of how to do it himself. Only a part of his mind wondered why Jean Grey did not try it herself. But the logical part of his mind told him that she might not have the knowledge, or the confidence in herself, or her abilities.

"Makes some sense," Steve remarked as the door opened, revealing three people. The first of whom was a woman with a mane of pure white hair. Her hair perfectly contrasted her olive coloured skin, and her dark brown attire. She carried herself well, like she was some form of Royalty. The second person to enter the room was the man who Peter recognized from the plaques on the wall. Although he had aged several years, and was confined to a wheelchair. The final person was a rather gruff-looking individual. Hs short, black hair circled around his face in a three-hundred and sixty degree oval. Thick muscles adorned his frame. Though, he was perhaps only the second-shortest person in the room, next to the preteen, who was completely pale at the moment.

The man's eyes lingered on the three of them, catching on Peter's body and going slightly wide. Almost like he had seen an old friend he had not seen in a very long time. He looked back, towards the man in the wheelchair with a slightly confused expression, before taking a seat.

"Miss Eticrombe," the man in the wheelchair remarked with an icy tone of voice. One which the girl, along with Jubilee, though only slightly less, seemed to fear. The man's tone reminded him of what a normally sweet-sounding grandparent would sound like while scolding a child. "You may go. I will deal with you later." The girl was obviously glad to be rid of present company, and scampered out of the room as fast as her legs would carry her. The atmosphere in the room the turned slightly lighter, as the wheelchair man's face relaxed slightly. "Now," he said as he clasped his hands together, "Jean has informed me of your predicament," he said as his eyes travelled around the room, looking them each in the eye. "And I am glad to say that the effects can be reversed. Though," he continued as his cheeks tightened slightly, "it will be slightly difficult. Yes, Captain?" the man, said, as Steve opened his mouth, as if to speak.

"How much privacy will we maintain?" he asked simply as he folded his hands across his chest. "Because I'm sure there are some things we're all embarrassed about. There are things that I would rather no one know about," he said, as he inclined his head forwards. Briefly, Peter wondered what the Super-soldier could be hiding. But he quickly realized that it most likely had nothing to do with him, and was none of his business. But the Captain still had a point. Peter didn't exactly trust the people surrounding him with his home address. Especially the short man, as his eyes were lingering on Peter's body.

"Unfortunately," the bald man said simply, "I will witness a great many of your memories personally, as I delve into your minds. That cannot be avoided," he continued as he caressed his chin, and nodded to Jean Grey. "However, you have my word that whatever I see shall remain a secret." Peter could definitely appreciate the man's honesty. And there was something about the way he carried himself that made Peter just want to trust him, no matter what. "Now," the man quietly quipped as he pushed the wheelchair he was confined to forward slightly. "I will be placing the three of you in a coma-like state. You will have no higher-level brain functions for about an hour. But your consciousness will be retained once I bring you out of the coma," he added in, with a slight, warm smile. "Now, shall we begin?" he asked.

xxx

"Good, you're awake," a woman's voice quipped as Janet began to come around. She looked to her left and right, seeing nothing but black walls, covered in monitoring stations. Screens displayed a wide variety of information, ranging from maps to personnel files to social media feeds. None of it made any sense to her, but that was more due to her own groggy state, than anything else. She tried to shake the weight from her senses, but that didn't make a difference. "Once you wash your mouth out," the woman said as she approached, from the other side of the room, "you'll feel better. Make sure to pay special attention to your lips," she finished as she pulled up a chair and took a seat. "Sorry about the kidnapping, but I had to speak with you, privately," the woman elaborated with a slight sigh.

"Who…. Who are you?" Janet asked, as she tried to focus her eyes on the woman. That wasn't possible. The woman's face seemed to blur out of focus every few seconds. And she wasn't sure whether or not that was because of the drug's effects.

"For the time being," the woman replied with a slight, hearty laugh, "we'll just say that I'm a friend."

"A friend who kidnapped me…" Janet replied, feeling her voice slipping away by the second. She knew she needed to get out of the situation very soon, or she might not make it out at all. "Not a friend…"

"I think you'll see it differently fairly soon," the woman quipped, as she placed a hand on Janet's shoulder. The room was still too dark for her to properly see. The only light was coming from a single overhead bulb, and the many monitors stationed around the room. "I have some information for you," the woman said calmly, as she waved a file in front of Janet's face. "I'll leave it with you, when I let you out."

"That's what this is about…" Janet replied as she tried to regain her focus. She knew that if she shrunk down, she would be able to escape the tight ropes that were around her arms and legs. But, she also knew that she was in no state to even walk. Based on how the woman's face seemed to move, Janet guessed that there was still a heavy presence of toxins in her system. Toxins that she would need to flush out before getting into a fight with this person. "could have…. Meeting…"

"I'm not an office type, or a team player, for the time being. I'm more of a long-range picture woman," the woman smirked as she stood up, and arched her back. "Just ask the Steve, he'll know who you're talking about," she continued as she moved around, so that she was behind Janet. A few seconds later, the businesswoman felt the ropes around her arms loosen up a bit, though not quite enough for her to wiggle free. So she knew she was stuck there for the time being. And that she would have to play along, at least for a while longer. "Your little stunt has kicked up quite a lot of interest, among the people I've been interacting with for the past two decades," the woman remarked softly.

"Must not have good friends," Janet said, slowly.

"Please, I don't have the luxury of friends," the woman replied, with hints of remorse in her voice. "There are four kinds of people in my life. People I stay away from. People I hate. People I kill. And People I trust," she continued as Janet began to form some thoughts in her head. She would _definitely_ be asking Captain America about the woman. And she also knew that she would be tripling her personal security. She didn't want to end up in a position like this again, that was for sure. "Fortunately for you," the woman quipped, "you've just been promoted into the last category."

"Fortunately…" Janet muttered, as she blinked her eyes twice. "I don't know you…?"

"And that's a good thing," the woman replied honestly as she rose from her seat. "People who know me usually end up dead. Either by my hand, or my former boss's hand," she continued as she walked towards the back of the 'room' and grabbed something from a small table. "No…" the woman muttered. Even in her tired state, and across that distance, the businesswoman could hear the fear in the woman's voice. She also saw how her posture changed, from a neutral one, to something more aggressive. Someone had done something to piss her off. And Janet feared that the woman might wind up taking it out on her hostage. Janet also took the time to take note of one particular screen that was slightly to the left, as the woman continued to mutter "You arrogant _bastard._ You need to be going to Germany, now," the woman commanded. But Janet was not listening properly, as she could almost see the screen clearly. It did not shift and shimmer like the woman's face did. She saw that there was a person on the screen. Several people, in fact. They appeared to be of an above-average height. Military records flashed beside each person. As well as the Oscorp logo. She shook her head as the woman returned, bringing a glass of water with her. She forced it down her throat, and things went dark once more.

xxx

"Goddamn it feels good to be back in the driver's seat of my own body," Jubilee remarked as she entered the small, secluded room that had been given to Laura Kinney. Who was otherwise known as Logan's 'Daughter'. _Or the Mutant who tore up the mall,_ she thought to herself, as she remembered all the looks that the girl had gotten over the past few weeks, since the incident had taken place. Jubilee didn't put the girl at fault for what happened. All mutants went through rough patches with their powers. At more than one stage of their life, in most cases. Perhaps Laura's mutation was the ability to turn into a titanic green monster. It wasn't the worst ability she could imagine, after all there was a mutant with translucent skin currently attending the school. And another with the ability to speak with _cats._ And not even large, cool cats like Lions and Tigers. Only house cats. _I would be so ashamed of myself,_ she thought as she tapped the young, sixteen year old mutant on the shoulder, interrupting her music-listening session.

"Hey!" Laura exclaimed as she turned off her Ipod, and turned around, beaming with a rather large smile.

"Hey yourself!" Laura replied, as the two shared a gentle hug. Almost immediately, the older of the two recognized the hoarse voice that came from sleepless, tear-filled nights. A symptom that presented itself in well over three-quarters of the student population of the school. Which was not a huge surprise to most, given how many of the kids had been abandoned at the first sign of being a mutant. Sometimes, kids were literally dropped off _in a taxi,_ with nothing but the clothes on their back, and blank expressions. Jubilee had soon begun to count herself among the lucky ones. Although she was an orphan, who had lived on the streets for a year turning tricks and stealing wallets, she had never been _abandoned._ ""thought you were hangin' out with the Super-Friends now?"

"Surprise visit," Jubilee replied as she sat down on the bed. "Anything change while I was gone?"

"For all of one day?" Laura smirked back as she adjusted her position, so as to be more comfortable. "Some dumbass tried to panty-raid Ms. Monroe."

"Is he still in the hospital?"

"Detention, actually," Laura replied as she kicked her legs out over the edge of the bed. Jubilee knew that she was trying to appear somewhat normal, as if nothing was wrong. But she didn't press the issue. If Laura had a problem, then she could go to a member of the Faculty. Or confide in Jubilee herself. Whatever the girl was most comfortable doing. "Seems like that's where he's safest. Anyway," she sighed, casting her heavily-lidded eyes around the room. "Give out the goods. What's the billionaire want?" she asked, changing the subject abruptly. Though not in an unexpected way. Jubilee had expected to be bombarded with questions as soon as she started to walk around.

"Well she says she wants to protect the world from these new super-people," Jubilee remarked as she clasped her hands together. "I don't buy it for a minute," she quipped as she leaned backwards on the bed. "It's all a P.R. stunt, if you ask me. She's gonna benefit from all this _big-time._ " She finished, as Laura gave her a confused expression.

"How so?" the younger one asked.

"First off," Jubilee recounted with a slight smirk, "people who save the world get discounts and votes in the senate. Second, she went and actually purchased the rights to our 'franchise'."

"Franchise?" Laura asked with a chuckle. "What, is there gonna be a reality t.v show about your life?"

"Don't give anyone any ideas," Jubilee replied with a slight giggle. "She's already told us they're making a movie about us. Possibly a video game as well," Jubilee sighed as she looked at her phone. She had been told by the Professor that it would take him longer than he had anticipated to work on the two male Avengers. She had been quick to mention that it had something to do with 'thick skulls', which the Professor laughed off, perhaps a little more enthusiastically than she would have liked. _Probably a little stressed from all the mind-switching,_ she reasoned with a shrug, as her thoughts returned to the present moment.

"Well maybe I'll try and get my hands on a new copy," Laura quipped smugly as she tapped Jubilee on the shoulder. "Play as my favourite character."

"I don't think any avatar of mine would be useful," Jubilee remarked honestly as she folded her legs across one another. "I can blind people. That's it. I-"

"I was talking about playing as Captain America," Laura cut in with a cheeky grin, as she licked her lips. "Maybe see if they can give out a birthday suit mod….He's the hottest guy, from what I've seen." The Fifteen year old Mutant chirped before descending into a fit of giggles that showed her true age.

"Unlike you," Jubilee remarked, trying to keep her face straight. "I'm of legal age. So I think I'm entitled to tell you that he's _not_ the most attractive 'Avenger'."

"And who is?" Laura blurted with a smile, "that hooded guy who saved you?"

" _Nah,_ " Jubilee replied with an equally large grin on her face. "He's probably the _second_ hottest, at best. Obviously _I'm_ the most attractive member of the team." The two of them could not contain their laughter any more, and quickly descended into a laughing fit that almost shook the walls. They talked and joked for a good hour or so, just letting the time pass by. It was nearly five in the afternoon when Jubilee actually looked at her phone again, and realized what time it was. She rolled to her feet in a rather hasty fashion and made her way to the door, only stopping to say that she'd drop in next chance she got. Laura nodded in an understanding way, getting to her feet so that they could walk to the front door of the school together.

It was then that the older mutant was reminded of how Laura was being treated by other students. Most of them shied away from her presence completely. Maybe they feared that she would go on a rampage again. But, In Jubilee's mind, she knew that the opposite was true. The more people were kind to her, the less likely she would be to go off on a spree. After all, Hank had explicitly said that Laura's transformation was linked to her emotional state. _But then again,_ she thought to herself, as they walked around a corner and were met with more eyes, _people are stupid. Some still think being a Mutant is an STD, after all,_ she remembered as she caught sight of Peter Parker and Steve Rogers exiting the Professor's study, flanked by Xavier himself. Logan and Storm brought up the rear. Logan only glanced down the hall at her briefly. And although the look was a fleeting one, Jubilee could tell that he was actually deep in thought. A process which most of the school thought he was incapable of.

"Hey!" Laura blurted as she brushed aside a lock of Jubilee's hair, which was over the back of her neck. "I never noticed that tattoo before. What does…" A loud _rumble_ cut her off. The very walls and the floor began to shake and rattle. Several paintings fell from where they hung on the walls, as a troop of students rushed past, screaming something about a _madman_ in the courtyard. A rumor which Jubilee, along with Logan, Steve and Peter were quick to investigate.

xxx

Peter recognized the madman with a single glance. It was the same man from the power plant, the one who could manipulate his body and form weapons to slice and cut away at people. Luckily, however, no one had been harmed just yet. The man was simply doing as much property damage as he could. Which Led Peter to believe that he was just plain _insane._ The man manipulated red tendrils around his body like living whips, making it impossible for anyone to get close without risk of injury. Luckily, Peter was back in his own body, and fairly comfortable in his ability to close the distance between them without any injuries. The only thing he regretted was not having his eskrima sticks with him, because they would make it so much easier to take the man out with a single blow.

But he didn't let that fact detract him from his goal. He knew that he needed to take out the man as quickly as possible, before he turned his attentions to more vulnerable parties, such as several members of Peter's new team. With expert precision, Peter leaped through the sea of tendrils, vaguely aware of Captain America throwing his shield in an attempt to distract the crazy man's many arms. Silently, Peter thanked him for that, as he closed the gap, counting down the seconds until he could strike the man, knocking him out cold with one blow. However, a bullet passed through his hip, throwing him off-balance enough to get him tangled up in the many tendrils. Briefly, he saw the silver-haired woman who had also been present at the power plant re-loading her rifle and unleashing several more shots. Two of which landed in the chest of the gruff-looking short man, who had sprouted six metallic claws.

Peter felt himself being lashed around, like a rag-doll as he fought himself to freedom. Eventually, he escaped the grasp of the maniac, and was thrown across the well-cared for lawn. And straight at the feet of a strangely-dressed duo, one male and one female. The Female shone with an unearthly light, like one would expect to come from a god. While the man was more akin to a black hole. Light was sucked _into_ his body. And they both had some sort of collar around their necks, and bore completely blank expressions. Which struck him as odd. Much odder than having his mind placed in another person's body, which was definitely saying something.

He was forced to duck out of the way of a silvery dagger-like construct that appeared in the woman's hand. He returned the favour by kicking at the man's kneecap, forcing him to the ground as Peter rose to his feet. The Woman, however, lashed out with her light-dagger, aiming for his face. Peter only barely got out of the way in time, and gripped her in a strong hold, which he knew would be difficult to break.

"Who the hell are you?" He blurted as he kicked away the man. He got no response as the ground shook beneath his feet. Another man, wearing a similar-looking collar was placing his hands against the ground. By pure instinct, Peter knew that he was the source of the seismic disturbance, and opted to take him out, before he caused any more structural damage to the school. Or, more importantly, the people inside of it. A thousand thoughts pumped through his brain in an instant. He knew that he should take the fighting away from the school grounds, were there were innocents in harm's way. However, he doubted his ability to engage three different opponents, who possessed supernatural abilities, at once while doing so. He jumped in the air, aiming a kick at the seismic-guy's head, only to be forced out of the way, as if by an invisible hand. But it was no simple toss that had hit him.

No, it was something else entirely. A man was hovering in midair. His face was hidden by the direct sunlight, but Peter was hit with a strange sense of déjà vu. He felt connected to this man, like there was something very familiar about him. Though, he couldn't quite figure out what it was. And he wasn't sure that he wanted to, as there seemed to be an evil presence around him. Peter struggled against his invisible bonds as hard as he could, to no avail. Though that did not dissuade him, as he felt himself being lowered to the ground.

"Insolents!" The man roared, with subtle fury as three beams of red energy shot out from his open palm, striking Peter's three enemies at once. In an instant, they were all knocked to the ground. And suddenly, Peter realized that this man was a far greater threat than they were. And most likely more dangerous than he had assumed Lorelei, the succubus he loathed to be around, was at her peak. He knew that it would be far better to be at her mercy, than this man's.

xxx

"Captain, Look!" Jean shouted as she saw three beams of red energy strike the ground, not far from where she was, attempting to contain a silver-haired assassin and a red-limbed maniac. She saw a man floating in the air, holding a hostage with nothing but telekinesis. Even before she reached out with her mind, she knew the hostage was Peter Parker. And admired the other man's sheer power. She knew that it would be difficult to contain even a normal human being with her power for long, and the unknown man was doing so while holding himself aloft. Of course, that also meant that he was an extremely dangerous man to have on the school grounds.

"I see him," Steve replied as he rushed forward and tossed his vibranium shield in a mighty arc, aiming straight for the flying man. The throw was assisted by a small portion of Jean's own telepathic power. She altered its path, though not in a large way. The Captain had thrown the weapon better than she could ever have imagined. She simply improved on its trajectory, and made it fly faster through the air, at the perfect angle to strike the flying man. Her efforts, and those of the Captain, were useless, however. With a flick of his wrist, the hovering man sent the shield flying, despite Jean's efforts to keep it on track.

However, the shield was soon the least of her worries, as invisible bands wrapped around her frame in a deathly grip. For a brief moment, she was able to push them back with her telepathy. But her strength eroded and the bands returned, this time lifting her into the air. She assumed that this was the work of the flying man, whose expression remained stoic and unattached. As if they bored him. But Jean would have none of that. While her telekinesis was clearly no match for his, she did have an alternate solution at hand. As far as she knew, she was the second most powerful telepath on the planet, on track to becoming the most powerful, with a few more years of training.

She lashed out with the full force of her mind, intending to crush any defences this man could put up. Her attack was actually successful, to a degree. The man had powerful defences in place, but they wouldn't prove to be an obstacle against a prolonged attack. He was no match for her unleashed potential, just as she was no match for the bands which wrapped around her neck, and pulled. With less effort than it took to raise a finger, this man had quelled her attack with a simple threat. She knew that he would not strangle her, so long as she stayed out of his head. Thus, her last method of retaliation slipped through her fingers.

But not her last hope. Out of the corner of her eye, she saw her former fiancé leap into action. She saw his hand twist the dial on his visor back, removing all but one of the safeties on it. What followed was a beam unlike those that he usually unleashed. One which could easily slice clean through a mountain, given the chance. The beam arced through the air, aiming straight for the man as he hovered. The man, however, only bothered to move his hand, obviously confident that he could deflect the attack. And Jean was scared that he might be right. Scott really was their last hope, despite what Logan and Captain Rogers seemed to be planning to her far left.

Scott's optical blast struck the man's open palm full-force. And only a portion of her fears were realized. He was able to overcome the blow, and seemingly absorb it. But not without a great amount of effort. Effort which diverted his attention from Jean, who used the chance she was given to attempt an escape, as the skies began to blacken, and thunder rolled in powerfully as bolts of lightning descended from the heavens. Storm was on the scene, and she was _furious._ The weather goddess unleashed a torrent of lightning down upon the man, who was still recovering from Scott's attack. And while her strikes were not even one tenth as powerful, they came much faster.

The man waved his hands back and forth, absorbing each and every strike, while still maintaining his grip on his two prisoners. And it soon became clear that Storm's fury was not enough to overcome the man's combination of sheer power and tactical ingenuity. Soon enough, the winds turned against Ororo, and she was forced on the defense, as a loud holler came from below. Steve and Logan worked in tandem, to throw the latter into the air, like a missile. With his metal claws pointed forward like a living spear, Logan soared towards his target, as Scott attempted to distract the man with a second shot from his visor. With one hand, the man grabbed Logan out of the air, while with the other, he caught Scott's beam. This time he was more prepared, and did not underestimate the power of the blow. This time, he met force with greater force, and managed to knock Scott aside with a powerful blast of green energy.

"Thank you," the man said simply, with a voice that sounded like it belonged on some unearthly demon. "For handing me exactly what I wanted," he continued, as he drew Logan closer. And even across the distance that separated them, Jean could see the look of apprehension on his face. Clearly, he recognized the man from somewhere. A large plane appeared in the sky above them, with an open cargo hold. "A pity, Captain," the man continued, as he lifted his three hostages up in the air, along with himself. "Even after all these years, you don't fail to disappoint me. A fighter to the end," he said, as all four of them touched down inside of the unfamiliar plane "Perhaps we can meet and catch up some time. I just have some things to do, back where it all began.". Jean wanted to escape, she tried her hardest. But there was no overcoming her bonds, or the wave of exhaustion that hit her unexpectedly, causing her to fall asleep against her will, and better judgement. The last thing she heard was an unearthly cry of her own name splitting the air, followed by the roar of engines.


	12. Legacy

 

She shook her head in a state of utter confusion. As she opened her eyes, she realized that she was back in her office. Which she did not understand, as she clearly remembered being held hostage in a dark room, with a mystery woman giving her information left and right. Janet slowly looked around, seeing a file sitting right on her desk. She didn't remember putting it there, so she assumed that it was from her captor.

Inside, she found some very insightful information on several _Oscorp_ black-listed projects. The kind that were never meant to see the light of day. The kind that could usurp Norman Osborne's power in the economic and political world. She flipped through several pages discreetly, both intrigued and repulsed by what she saw. Clearly, the woman had been very precise and thorough. And if she hadn't resulted to kidnapping, Janet might have considered hiring her as a corporate spy. After all, the right piece of information could bring down any company, no matter how large or influential. And once Oscorp's stocks began to fall, she would be able to swoop in, with the perfect save. She would be able to extend her personal monopoly on certain markets, and blackmail retailers into setting higher profits.

It was at that point that she took a step back. She realized where her train of thought was leading her, and didn't like it at all. She would never have thought those things on her own. She knew that she was just feeling bitter about recent events, and set the file down, needing to clear her head. She calmly got to her feet, and strolled out of her office, noting how her secretary was once more in her proper place, as if nothing had gone wrong. Janet considered saying something to the woman, but decided against it. She seemed to be perfectly happy where she was.

Instead, she focused on trying to remember what the other woman had said. She remembered seeing all those screens. And she also remembered a place being mentioned. She racked her brain for an answer. _France? No,_ she thought to herself as she walked back into her personal office. _No, something ending in 'Y'. Italy? No, Hungary? No, no…Germany!_ She nearly exclaimed to herself as she reached for her phone. She unlocked it, just as she received a call. Strangely enough, caller I.D told her that the person on the other end of the line was from the Xavier Institute. Curious, since Charles always insisted on visiting her in person.

"Hello?" Janet said politely.

"Ms. Stark," Steve Rogers replied urgently, surprising her even more. She had thought that it would be Jean calling her, updating her on their condition, following Charles's treatment of the three affected victims. "We have a serious situation here."

"What kind of a situation could be worse than mind-swapping?" Janet replied with a slight chuckle as she sat down in her chair. "Did-"

"A madman attacked the school," The Captain replied hurriedly, cutting her off. She was so caught off-guard that she nearly fell out of her chair.

"What?" Janet half-exclaimed, as she leaned forward. "What happened? Did-"

"No casualties," the Captain said assuredly, but still with a grave tone of voice. "But he wiped the floor with us mam. _And_ he made off with three prisoners. Grey and Parker were the first two," he continued as she got to her feet once more. Obviously, she was needed in Weschester sooner, rather than later. It seemed fortunate that she had a personal plane ready and waiting. No sooner had she set her phone down, she was already halfway down the hallway, only stopping to tell her secretary to hold all calls, and that she was going to be out of town for a couple of days. She didn't give a proper explanation just that she was not to be bothered until she got back. As she raced out of the building, she called Kurt, and explained the situation to him. However, she did not request that he come along. He would be needed in New York, as a reservist. As would Carol. Furthermore, Janet knew that George might not take too kindly to her just leaving the state without asking, no matter how okay he was with the idea of a team of vigilantes. After all, the girl was his daughter, and he had a responsibility to her. To protect her. The real question was what to do with the Sorceress, Lorelei. Steve had sounded concerned about the man who had attacked the institute. He had, after all, managed to overwhelm several mutants. One of whom was Jean Grey, an alpha-class Psychic. That alone was worrying.

So Janet knew she would want raw power on her side. Raw power that the woman could provide. After all, Janet had seen her deflect and absorb bolts of lightning without flinching. But it was the woman's attitude that bothered her. She repeatedly expressed her disdain for others. And had on several occasions explicitly said that the only reason she had joined was out of a life-debt to Peter Parker. Perhaps she wasn't someone that Janet wanted on her side.

On the other hand, Janet could still see her potential. And ultimately decided that it was better to have the woman on her side, just in case. If nothing else, she might get to repay her debt and would leave the team forever. That wasn't her intention, but she would accept it without losing any sleep. Hastily, Janet called the Mansion, earning a tense reply from Lorelei.

"I will be there," she hissed simply, before ending the conversation abruptly. Not unexpected, but still fairly rude. Janet did not dwell on it, however. She simply huffed to herself and walked out of her office building, and hailed her driver. Within a few minutes, she was heading to her small, independently-owned airport were her plane was located. She had her pilot's license, so there was no need for anyone to accompany her.

xxx

He slowly opened his eyes, feeling an immense headache receding from his mind, as colour entered his world once more. He remembered what had happened, how he had been taken captive by some maniac with arcane powers that he couldn't quite explain. The man had spoken with Captain America like they knew one another, which seemed odd. How could anyone who knew Captain America still be kicking in such a way? At best, the man should have been in an assisted living facility, or in a hospital on life support. Not taking down a handful of super humans with nothing but a few flicks of his wrists. _Well,_ he thought to himself as he raised his head into a sitting position, _no one should be able to do that. But I digress…._ He looked around, and saw that he was in a cell. There were ten others lining a long hallway, but only two of them were occupied. Jean Grey lay in one, while the short, hairy man from the institute lay in the other. The latter was about as awake as Peter was, and they exchanged a knowing glance.

At that point, Peter realized that there was something different about his cell. The others were barren, save for a small cot and a dirty sink. His, on the other hand, was much, much cleaner. Instead of a cot, he had a small bed, complete with a set of pillows and a blanket. His sink wasn't entirely disgusting either, as if someone had actually cleaned it before he woke up. He tried to take a moment to himself, to gather his thoughts. He needed to know why he was singled out with the better accommodations. Was it a mere coincidence? He didn't believe in coincidences. He knew that there was a reason for it, he just didn't know what that reason was yet. But he knew he would figure it out soon enough.

"You see any guards?" Peter asked the hairy man pointedly.

"Just their backs," the man replied gruffly. "Managed to wake up just as they threw us in here," he grumbled as he ran a hand through his matted black hair. "Why the hell do they want you?"

"No clue," Peter shrugged as he rose to his feet. "Maybe it's my winning personality. You?"

"If I had to guess, bub," the man grunted as he rolled to his feet. "It'd be my powers. Complete cellular regeneration," the man continued slowly as both he and Peter reached the doors to their respective cells. "I was half the formula for the second generation Super-Soldier serum, after all," he said, as Peter glanced down the hallway. He didn't want the man to see the look of shock on his face. He was in the presence of a man who was directly responsible for the serum running through his veins. Which meant that he had to be well over sixty years old. And yet, he didn't look to be a day over thirty. His mind raced, as he realized that cellular regeneration would no doubt have side-effects. Side-effects that he hadn't really considered before. "….someone wants to make another batch, no doubt."

"They already did," Peter replied as he turned back around. "Me. Ten months ago." The man looked at Peter, from head to toe, obviously taking in everything. Something glimmered in his eye, almost like a memory from a time long past. Peter chose to ignore it, however, and focused his mind on the present. "How do we get out of here?" he asked, hoping for a suggestion from the man, who shrugged simply.

"Can't cut my way out," the man grumbled as he jabbed a finger in Jean Grey's direction. "She'd be able to break us out, no doubt. But they've probably drugged her," he elaborated plainly. Peter nodded his head, agreeing. Even thought he had only seen the woman in action once, he knew she was a force to be reckoned with. "We'll have to wait. Hope the Captain has a rescue mission planned for us," he said as he sat down on the cot, and placed his head in his hands.

"You sound like you know him," Peter inquired as he did the same.

"I did," the short man answered with a shake of his head. "Back in the _war,"_ he said as his hands curled into fists, and four armed guards appeared at the end of the hallway. They all bore the same military-style outfit, and carried the same long rifle, save for the man in the lead. A crest on his hat led Peter to believe he was in charge. And maybe could at least tell him why he was being held hostage.

"You gonna let me get my phone call, G.I Joe?" Peter quipped as the man walked past his cell.

 _"Ihr Großvater mit Ihnen in Kürze sprechen,"_ one of the men snapped briskly, not even bothering to stop and face Peter fully as he spoke. " _Ich habe gehört, dass der Kommandant hatte…"_ The man continued, as he turned towards one of his companions.

"German," the man grunted as the guards passed. "That was German. Didn't catch it all, but he _was_ talking to you, kid."

"What parts did you catch?" Peter asked as he slumped against the wall.

"Somethin' about 'speaking to you,' and 'the commander'," the hairy man grunted in response as he rolled his shoulders back. "So I take it yer' the one who saved Jubilee from her skydivin' incident," a slight grin crossed his lips as he spoke, surprising Peter somewhat. He had taken this man to be a no-nonsense type personality, particularly while in a prison cell. _But,_ he realized, _there isn't much else to do, except wait for something interesting to happen….dam, what am I gonna tell Aunt May? I need to come up with some sort of cover, at least for the time being._ He thought to himself, as the short man continued to smile.

"And if I am?" Peter replied with a slight quip, "is there a problem?"

"Not yet," the hairy man grunted shortly. "The kid an' I go _way_ back," he explained, as if he was trying to drive some sort of point home.

"Funny," Peter replied heartily, "it doesn't seem like you'd have the same social circles."

"We don't," he said shortly, with a slight chuckle, "we met when I caught her pickin' through my pockets. Little devil scampered pretty quickly too," the man elaborated, as a slight smile grew across his lips. "Name's Logan, by the way, kid," he finished, as an octet of guards entered the hall, and made a beeline for Peter's cell. He had the strangest feeling that he was about to find out why his cell had been singled out with more lavish accommodations. The guards opened his cell door, and Peter had enough sense to seize his chance. He raced forward, and drove his fist into the lead man's throat, crushing his windpipe with ease. The second man fell quickly, as Peter swept his knees out from underneath him. The third and fourth men reacted too slowly, and received sharp punches to their abdomens. The fifth man managed to block Peter's swinging fist with the butt of his rifle, but wasn't prepared for the follow-up strike to the elbow. Another quick flex of his muscles led to the man crumpling to the floor, with a broken jaw as Peter turned, in order to see the remaining soldiers, with their weapons aimed directly at the unconscious Ms. Marvel, otherwise known as Jean Grey.

"Nicht bewegen! Oder wir werden sie töten!" One of them barked hoarsely, as another slapped him on the back of the head.

"Du Affe! Er spricht kein Deutsch! Er spricht Englisch!" the second man growled as he turned his attention from the first speaker, towards Peter. "You! Boy! Come now!"

"Go to hell," Peter snapped, properly guessing what the first man had said, even though he did not understand a word of German. "Why should I listen to you?"

"You don't come," the soldier said briskly, with a heavy accent, "My friend kills your friend."

"Müssen wir, Captain?" One of the other soldiers protested, "Sie ist so zart, ich bin mir sicher, dass sie sehr unterhaltsam wäre ..."

"Berühren Sie sie, und ich dich töten, du Arschloc!" Logan roared from his cot. He was, however, completely ignored by their captors.

"Come now!" the soldier barked, as he pointed his gun at Jean's head. With no other option in sight, Peter let his guard down. He couldn't in good conscious just let someone die because he refused to comply. He knew that eventually, he would be able to escape again, he just didn't know how. _Perhaps,_ he thought as he was flanked by two of the Soldiers, _as soon as we're around the bend I can…_ his plan was put on hold, however, as a gun was pointed in his direction. Straight at his head, in fact. If he moved, he would be shot. And there would be no time for him to get out of the way in the narrow corridors. All he could do was let the soldiers take him to wherever they intended too.

xxx

"Your insistence on using this _contraption_ is amusing," Lorelei hissed as she snapped her fingers, opening a magical portal as she did so, much to the shock of the Mutant Janet Stark. Currently, the two of them were standing in Ms. Stark's personal airfield, in front of a airplane, which Lorelei guessed was a recent purchase by the woman, for their 'team's' own personal use. And under most circumstances, it would have been an excellent purchase. It was not, however, when one knew someone with the ability to transport people over vast distances with a snap of her fingers. "But not necessary. Walk through it," she commanded. Janet hesitated for a moment, showing obvious signs of mistrust towards Lorelei. _Not that I care, of course,_ the succubus thought as she followed the Mutant woman through the portal, coming out on the other side, to face a lush, green campus.

Great stone walls outlined a Victorian-era building, something which had become a rarity in the modern era. Fresh grass covered the lawn, all the while being dominated by large oak trees. A smouldering scar cut into the grass, not far from where they stood. She recognized the signs of a recent battle. A small group stood off to one side, obviously alarmed by their sudden arrival. In an instant, she recognized her two team-mates. Both of whom had looks of shock and disbelief on their faces.

"Should have told me that before I bought the plane," Janet muttered under her breath.

"You where the one who did not ask," Lorelei replied harshly. There was no need for her to take any crap from the woman. As far as she was concerned, she was the one who should be in charge. She was the oldest one present, the most powerful and the most experienced. Money was of no use to her, or any of them in the grand scheme of things. She huffed in displeasure as their two teammates walked in their direction, flanked by a man wearing a peculiar visor, a woman with a mane of white hair, and a man sitting in a wheelchair.

"You're here earlier than expected," Captain America said, with extreme civility. Despite the fact that she knew full well that he did not trust her, he could be relied upon to be polite and tact, at least. _Unlike_ the harlot of a young woman standing next to him, who shot sharp daggers from her eyes. And Lorelei would have been afraid, had she been mortal. As it was, Jubilation Lee's aggressive stare was nothing more than that of a petulant child who did not get their own way. Rather amusing, in fact. "I thought that-" The Captain continued, maintaining his controlled posture and tone.

"You thought wrong," Lorelei cut in, with a commanding tone that earned her the attention of all those around her. "Did you not think that _my_ methods would be more… precise? Expedient?" she said, with a knowing smile. It did feel very good to be the one with all the answers. The Captain exchanged a few words with the visor-wearing man, which she did not hear. She understood that if what they were saying pertained to her, they would certainly have the decency to include her in the conversation. "What has happened here?" she said, getting straight to the point.

"Less than an hour ago," the man with the visor said firmly, trying to match the Captain's pose perfectly, "Our campus was attacked by a group of mercenary Mutants. They took three hostages," he said, as he cleared his throat and waved his hand towards the right. "We managed to capture one of them, but the others made off," he continued as there was a slight tremor in his voice. Something had unnerved him deeply. Not that she really cared about his feelings, but in her experience, it was a bad omen when warriors were bothered by something, especially defeat and humiliation.

xxx

"'bout time," a familiar, rough sounding voice grunted as she opened her eyes, only to find herself locked in a cage, directly beside Logan. Almost immediately, she could feel the weight of something on her head, and guessed that it was a Mutant Power dampener. Something which had been in circulation for a few years on certain black markets. Sometimes they were a necessity, such as with a young mutant who spread diseases with a simple touch that she had met several years ago. Logan had been the one who had placed the device on that particular subject, as he was the only one of them who could get close without vomiting profusely.

So they definitely had their uses in extreme cases, but were too often used as a method of punishment. Both Federal and private parties would capture mutants and place the device around their bodies, even if the power was of no threat to anyone. Of course, Jean wasn't naive enough to believe she wasn't a threat. She was the second most powerful telepath at the Xavier Institute, after all. And quite possibly the only other person in the world capable of operating _Cerebro,_ a device which could amplify a telepath's range and power to incalculable levels. On her very first foray into _Cerebro,_ with the Professor smartly dampening the yield as much as he could, she had managed to reach out as far as what she believed to be the International Space Station. But that still didn't change the fact that she was being held against her will.

"You've been out for some time," Logan continued, as Jean continued to look about.

"Where are we?" She asked him.

"Germany," Logan replied with a huff. "The guards are speaking German. Old German too. This place must be pretty secluded," he elaborated, as Jean moved towards the lock on the cell door. If she still had access to even a fraction of her power, she knew she would be able to escape. But seeing as that wasn't the case, she elected to simply wait and bide her time. Surely, a situation would present itself, and allow her to get out. "They dragged that _kid_ away half an hour ago," Logan shrugged as he leaned against the stone wall. "Dunno where," he finished with a grunt.

"Can't you cut your way out?" Jean asked him, as she ran a hand over the metal bars.

"Nope," Logan snorted, "tried. I barely made a scratch," he said as he shook his head. Something was bothering him, she knew that much. She also knew that there was no way for her to find out what it was. Even if she had her powers, she would have been against the idea of diving into his mind, out of respect and a personal code. Which meant that she would have to rely on him being forthcoming with information, which was extremely unlikely, given his reputation for being stubborn. It would take her hours to crack his shell, time that she really didn't have at the moment. "The Prof an' the boy scout should be here within a few hours," he shrugged, trying his best to show optimism in their dark situation.

"Not to mention your old buddy Captain America," Jean sighed, as she wondered just how long she would be in the cell, and what exactly had happened to Peter Parker. Why had he been taken by the guards? Was he supposed to be a bargaining chip? Entertainment? An experiment? She had no way of knowing, or finding out.

"Him too," Logan muttered as he heaved his chest. They were both anxious to get out of there as quickly as possible. "If I know the Captain, he'll be leading the charge," the elder mutant mused with a slight chuckle as he leaned his head back. "I 'spect the explosions to start soon."

xxx

"You're sure about this?" Steve asked, as he folded his arms across his chest. As a leader it was necessary for him to know everything he could about a situation. He couldn't help it, he was hard-wired that way. And it certainly didn't help that the one explaining things was a self-described _succubus,_ who had tried to kill him on one occasion, and openly expressed her disdain for everyone present. And he clearly wasn't the only one with reservations. He looked around the room, and saw similar expressions on everyone's face. "I'd hate for you to tire yourself out," he said, with a slight tilt of his head towards the woman, who huffed in response.

"I do not get 'tired'," Lorelei snapped viciously, as she tried to stare him down into submission. She nearly succeeded, and he could see something dark behind her eyes. If he was a priest, he might have described it as 'sin' incarnate. But another part of his brain said that it was something else, something primal. Was it a desire for revenge? Lust? Power? He could not quite decide, nor did he have the time to argue the point with her. He needed to have a powerhouse on his side for the upcoming battle, and knew she fit that bill perfectly. Despite her flaws as a character. "Now, shall we cease this pointless debate?" the woman hissed, "and initiate our attack? Or would you rather wait until they have all been killed, and ' _fly'_ there on one of those contraptions?" Her words were filled with as much truth as they were with contempt.

"She's right," the young man with the visor, whose name was Scott, shrugged with defeat. "Someone that powerful shouldn't be trifled with."

"Careful," Steve replied, perhaps a little more harshly than he should have. "I knew Eric during the war. He's a good man. And he deserves the benefit of the doubt," he continued, refusing to believe that the once wide-eyed man he had known during the war had become some evil thing. And there was a deep, burning question he needed answered about Eric's descendants. About what had become of them since the war's end.

"He did try to set fire to a school," Jubilee quipped with a flip of her hair. "Let's not forget that, Cap."

"I haven't forgotten," Steve replied briskly, as he let out a deep breath. He knew what they had to do. He looked towards Ms. Stark, who nodded simply as she locked in the last piece of her high-tech armour, which he had only seen in action once before. The only portion of her skin that was visible was her face, which was revealed by her lifted mask. Tiny blue and yellow lights flickered all around her body. The armour itself seemed foreign to him, but he decided to put his faith in her anyways. As he contemplated his decision, he noted the exchange going on between Lorelei and Jubilee. They exchanged no words, but only vague, displeased stares. The stares, however, spoke volumes to him. Although he did not quite know the exact details, he could more than guess at their _extreme_ dislike for one another. A dislike that could spell disaster, if left to its own devices.

To his other side, Scott conferred tersely with Charles Xavier. The former's body language spoke volumes as well. Though unlike that of the two women, his was leaning in the direction of a mixture of restlessness and worry. He was a man of action, and obviously had an itch to scratch. He most likely would insist on going with them, when they decided to leave, and Steve decided to let him, though not for that reason. It was the man's worry that made Steve want him to accompany them. He was worried about Jean Grey. That was _extremely_ obvious. Anyone could see the way that he shifted his feet from side to side, and how his hand nervously twitched.

Whenever he mentioned the redheaded woman by name, the corners of his mouth would twitch unnaturally. And whenever her name was mentioned by someone else, he would lurch forward slightly. All telltale signs of a man who's heart clearly beat in synchronization with that of a woman's. He was in love with her, that much was clear. And it was also very apparent that he held a certain dislike for James, based on his facial reaction every time Steve's war-time friend was mentioned. It didn't take him long to put two-and-two together, to figure out exactly _what_ kind of beef Scott had with James.

"We still don't know _where_ we're going, exactly," Janet Stark interjected, with a simple hand motion.

"One of them dropped this," Scott said, as he turned away from the Professor, and slapped a small parchment down on the table. It didn't take Steve long to catch the writing on the side. Although the handwriting was sloppy, he could more than make it out, even though half of it wasn't in English. "Can anyone read it?" He asked with a shrug, "the other half, at least?" he finished as he looked around the room.

"Don't look at me," Jubilee shrugged as he leaned over the centre table. "Ancient Chinese is my forte…. Or hobby, at least," she continued as she smoothed the rough piece of paper out with her hand. "But…hey, isn't _Fürher_ the word the Nazi's used for Hitler?" she asked out loud.

"No," Steve replied, "no, it's their term for leader. This note is in German. A German-English translation, at least," he said as he moved closer. "The soldier who was carrying this used German as a primary language," he continued, as he pointed towards a sentence, written in broken English written on the back.

"Hmph," Jubilee muttered, "looks better than some Facebook statuses I see online. A Grammar Nazi would go nuts looking at it though," she continued, taking a step back and looking apologetic. "That…that may have been a little off-colour," she finished as she clapped her hands together. "And uncalled for. Sorry."

"So," Janet said as she leaned forward, "we're looking for a group comprised of Germans, who are learning English. Led by a man who's been alive since the Thirties and was able to overpower not one, but three Alpha-Class Mutants and Captain America." The business woman sighed, as her fingers tapped against the table. "I'll admit, I didn't have this kind of shit in mind when I-" Steve raised his hand, cutting her off as he looked at the paper. There was a portion of a map in one corner, which had been ripped off. It didn't look like much, but he could make out a few vague lines, and the name of a valley, which he recognized.

"Schmitt's Fortress," Steve said tersely, "that's where they are," he said, as he looked around the room. "I recognize the valley name. It's were we landed, before…." Before he could finish, Lorelei raised her hands into the air. Her mouth moved, and words flew out. Though, he did not recognize any specific language. Bright green and deep red mist filled the room, surrounding everyone, save for the wheelchair-bound Professor. The weirdest sensation filled him. It was like he was being pulled inside-out. The world swirled around him, almost reminding him of when he had first arrived in the modern world. But still different enough. The Journey was much rougher, and filled with more colours.

He wanted to hurl so badly, but was able to maintain control over his body. Instead, he only received a splitting headache from all the dizziness he was experiencing. As the world stopped spinning, he became more aware of those beside him. They weren't solid people yet, to be precise, more like vague shapes and colours. One for each of his companions. They were in a circle, all surrounding a single blotch of colour. Even in his daze, Steve was able to assume that the centre blotch was Lorelei, who was transporting them all somehow. It made sense that she would be in the centre, able to control their direction and speed, which slowed down even more as they seemingly neared their destination. With a singular bright flash, the world returned to normal.

Steve landed on his back, looking up at the sky. His stomach continued to lurch, as his head swam. Slowly, he rolled so that he was on all fours, and grabbed his shield from where is was secured on his back. That was his first priority in a foreign territory, where he knew there would be enemies. He looked up, just in time to see Jubilee keel over and hurl the contents of her stomach onto the ground. Based on how he felt, he did not blame her for her inability to keep it down. He was still extremely unsteady as he got to his feet, and tried to get his bearings. The first thing he saw was the looming castle which he and his men had stormed, both less than a year ago, and more than seventy years ago. He closed his eyes, and could see everything fresh in his mind. He had personally touched down not far from where they were now. Easily less than a kilometre.

Scoring on the nearby rock outcropping told him that the area had been struck with a mortar shell during the war. He resisted the urge to run his hand along it, however. He had more urgent matters to attend to, however. His mind snapped back to a more tactical state, as he looked over those around him and began to form a basic plan. The layout of Schmitt's old fortress was still in his mind, though not exactly perfect. There were still some blank spots that he would have to acknowledge. And he also knew that the layout may have been changed in the past seventy years. But not in a large way, so the maps in his head would still count for something.

"Scott, Stark, Lorelei," He said as he kneeled down in the dirt, and began to draw out a map on the ground, with a stick. "You three are going to go through the west side entrance," he continued as he drew a rough outline of the castle, and marked it with an arrow. "The Red Skull kept his barracks there. That's the second-most likely place where he's keeping them," He said, rolling his shoulders in preparation for action.

"If it's the second-most likely," Scott piped up, "then why not send us to the most likely-"

"Your main objective," Steve clarified stiffly, "is to create a distraction. Draw the guards out and away from _here,"_ he said, as he pointed to the southwest corner of the Castle. "This is where the cells are. Wondra and I will slip in the back. Hopefully," he continued with a slight sigh, "we can get in and out in the space of a few minutes with our people."

"I could bring them out," Lorelei hissed, "myself. No need for you to get-"

"Eric is a _very_ smart man," Steve cut in heavily, knowing what kind of tone he had to use with the woman. "I have no doubt that he's got some anti-teleportation devices stowed way in there," he continued as he rubbed his brow. "And he will be counting on us sending in our most powerful personnel for the recovery portion. So we'll do the opposite," he explained as he straightened his back. "And send our biggest gun to their front door. Make him think we're going to use the same plan we used seventy years ago. The one I coined." He thought everything through twice over, looking for flaws and finding none. "We'll meet back here in four hours. Ms. Stark," he continued with a shrug, "you'll have tactical command. Let's go," he finished abruptly, as he indicated that the young lady to his left follow him as he headed south.

The terrain wasn't much different than what he remembered. Trees and bushes were much more common, however. A deep valley cut through a pair of mountains on the left side. And a lush pool of water was situated just to the right of the castle. Very luxurious, but he paid no attention to his surroundings. Instead, he was doing his best to fight off the tidal wave of memories flooding his mind. Memories of friends lost to a bloody battle. The two of them stepped past a large boulder, which had several coin-sized holes embedded in the side. He did not need to imagine what had caused them. He remembered taking shelter behind that very boulder when he landed. He had sprinted down the same path, dodging gunfire as he tried to make his way towards his squad-mates.

Something in the dirt caught his eye, and he knelt down to pick it up. It was a brass shell casing. From a standard-issue World War Two American revolver. The very same weapon he had carried on his person during that final assault. Though the odds of it actually being from his own weapon were astronomical, Steve took it as a reminder of the past, and placed it in his pocket. He knew he shouldn't have, but did so anyway.

The two of them wound their way down into the valley, only occasionally stopping to avoid a guard patrol. To her credit, Jubilation Lee was able to keep up with him better than he would have ever expected. She seemed to possess an uncanny amount of spatial awareness and balance, which allowed her to overcome any and all obstacles. Even in some ways that he could not, due to their difference in weight and muscle mass.

"You mentioned Ancient Chinese as a hobby," Steve asked, trying to break the silence as they trekked through the wilderness. "How'd that peak your interest?"

"A small birthmark on my lower back," she replied as she climbed over a fallen log. "When I was in St. Agnes's, I had a lot of free time. A lot of alone time," she continued as she walked along the log, and he fell into step beside her. "I never thought much of it, until I managed to swipe some vintage trading cards from another kid," she elaborated with only a slight shrug. "I saw the similarities, and that got me studying a dead language for a while," a smile cracked at her lips as the two of them stepped over a small river. "Turns out that it actually means _Dragon."_

"Dragon?" Steve replied.

"Well, it literally translates to 'Flying Fire Beast',"

"Bet that made you happy," Steve asked.

"Hell yeah," she replied, "I was the coolest kid in the building, for a few more months, at least. Told everyone I was descended from a Royal Line."

"'Was'?" Steve said, catching the way her voice had changed, for a brief second. "What changed?"

" _Puberty,"_ she replied stiffly, as they neared the castle. He knew that he would have to stay silent for the time being, or risk being caught. So he placed his hand over his mouth, indicating that she do the same as they skirted around the walls, staying low to the ground and out of sight of the guards, who were stationed at the top of the walls. It took them a solid twenty more minutes to reach their destination.

Only to find that the door was guarded by two soldiers. Easy enough to take out swiftly and silently. He readied his shield, in preparation for an attack, only to have a soft hand being placed on his shoulder. Jubilation smiled at him and held her hand up in a 'wait' signal. Perplexed, he watched as she brushed a few leaves out of her hair and off her shoulders. She also reached into her pocket, to pull out an over-sized smartphone, complete with a pink slip-over cover. The cover was a perfect match to the single stripe of coloured hair on her head, which he had somehow failed to notice beforehand. "Wait for the flash," she whispered before darting out of cover, leaving Steve to wonder if the girl was slightly daft as she disappeared around the corner. He followed her, but only for a few feet. Close enough to stay hidden, but close enough to intervene when her plan went south.

"Like…. _Oh. My. God!_ You two look totally _hot!"_ She said, adapting a very over-the-top girly-girl accent. One of the guards muttered a string of German, which Steve didn't catch. "Here…hang on," Jubilee continued, as she slapped her hands against her pockets. "Ah. Here. _Hashtag_ Totes gonna have a Threesome!" More cursing followed, as did a wet, pulpy smack. Steve raced around the corner of the wall, only to see the first guard face-down in the mud. The second was being choked into submission silently, and Steve was very impressed. No Soldier he knew would be able to get into an enemy stronghold like she currently was. _Though,_ he thought to himself as the second man fell unconscious, _she's hardly the type to join the army._ He sighed as he looked at the door, noting the complex card key lock that kept the door shut.

He breathed a sigh of relief when he did not see any security cameras. That helped his situation greatly, as they would have a few more minutes of stealth, if they moved fast enough. He would definitely have to ram the door down, but it would take the other guards a few minutes to discover the cause of the disturbance. He reared his shoulder back in preparation to strike the door, only to have a soft hand be placed on it. Jubilee smirked wickedly as she flashed a security key card through her fingers. "Try this first," she said simply, as she swept the card through the slot, and earned a series of green lights and a hiss as the door swung open. Before them lay a dark, empty hallway that seemed to stretch on for several hundred feet. There were no lights to illuminate the hallway. Not that they weren't on, there simply _weren't_ any.

They walked through the dark stone halls. Smartly, Jubilee pulled out her phone and used it as a makeshift flashlight. Its glow did a little to fight back the encroaching shadows. Not much, but enough so that they could see a foot in front of their noses.

"I feel like we're being watched," he said, as they turned down towards a different corridor, this one seemingly darker than the last one.

"Me too," she replied, "I think I saw this scene in a movie once. The serial killer zombie clown with a machete should be popping out at any minute."

xxx

"Left turn, right turn after three halls, left turn, door," Peter muttered under his breath as he was dragged along the hall by his arms. He didn't struggle, wanting the guards to think he was defeated and weak. If they knew he could fight back, then any escape would be that much more difficult. So he was forced to play along until the right moment, which he knew could be a while.

"Warum hat der Führer will diesen Jungen?" one of the soldiers said, as they dragged him through another doorway.

"Er hat mit ihm verwandt," the other one replied gravely. "Ich glaube, er ist der Anführer der Enkel."

"I feel like a third wheel," Peter said as they tossed him against a wall. It didn't hurt, but he wanted them to think it did. "It's rather rude, you know, to talk about someone behind their back. I-" he was cut off by one of the guards slamming his foot into Peter's leg. Peter winced in mock pain as a nearby door opened up, and a lone man walked through. Judging by how the two guards reacted, this man was in a position of authority. They both tensed up as he neared, and Peter recognized him as the man who had taken him from the campus. His clothes were clean-pressed, and simple. Unlike the soldiers who swarmed around the building, this man wore a business suit.

He carried himself with an air of command. He seemed to move with the thought that he was superior to everyone around him. His dark eyes fell on the two guards, before flickering towards the door. Obviously this was some sort of signal for them to get lost, and they knew it. Within ten seconds, both men were out the door. Their fear of the man in the suit overriding any training or bravery. Which unnerved Peter slightly. He had seen the man take down some _extremely_ powerful people. He understood that now there was little chance for him to make it out of the room, unless the man wanted him to, for some reason.

Peter shivered slightly as the man gazed at him, from head to toe. As if he was looking for something. And, based on how his eyes seemed to light up, he found it. A smile cracked at his lips. The same smile a parent would get when their child uttered their first word, only somehow twisted. Peter couldn't quite put his finger on it, but there was something _very_ threatening about this man's 'warm' smile. Something that made him almost soil himself on the spot. He wanted to run from the room, screaming, but his legs became lead, and he couldn't move them. As the man's stare continued, so did Peter's growing fear. He wasn't someone who was easily scared, either.

"You have the Parker eyes," the man said, as he straightened his back, still not tearing his gaze away from Peter. "That shade of brown. So unique," he continued, as Peter's stomach lurched uncontrollably. "I am so _pleased_ that you got them, Peter," the man said, as he turned his head slightly and paced the length of the room. Still unable to move, Peter was forced to watch him and listen. "I was so….. _disappointed_ when my firstborn married to a blue-eyed spouse. I was afraid that our little genetic advantage was lost forever. Especially when my second child was born with green eyes, and his son, _your_ late Uncle," the man elaborated eloquently as he continued to pace. "Was born with a genetic defect, making him sterile," the man shrugged, as if it was nothing.

"You…." Peter managed to say, struggling to grasp what the man was telling him. It made absolutely no sense to him, it was completely preposterous. Yet, it filled in the blanks in Peter's life almost too perfectly. Yes, Uncle Ben had been born Sterile. Yes, Uncle Ben's father had green eyes, and had on occasion mentioned the colour of Peter's Father's eyes. But, now that he really thought about it, Peter also remembered times when mentioning his parents was a very hush-hush thing, especially when Uncle Ben's Father had received Alzheimer's, and would spout random things about the past. Childhood memories, Teenage troubles, his time in Vietnam, those were all okay. But whenever the subject of Peter's parents came up, Either Uncle Ben or Aunt May would quietly wheel him out of the room, or ask Peter to go do some menial task. "You…'re not old…" Peter gasped, trying desperately to cling to the last vestige of logic he could. "You'd have to be….over…"

"Over a ninety years old?" the man smiled, "I am, Peter. I'm Ninety-six, to be exact. I was born in Nineteen-Nineteen. I went to School at Harvard University, until I was recruited by Dr. Abraham Erkstein for his Super-Soldier Program," he continued, destroying Peter's hope with every word. "After his death, I worked to _improve_ upon the design after I was made aware of certain _factors."_ He continued to pace around the room, as if he couldn't wait to get something off his chest. "My name, Peter, is Dr. Eric Parker. I _am_ your grandfather. I have the documentation to prove it."

"….factors…" Peter muttered, still reeling from the revelations.

"Yes, factors," Eric said, as he rubbed his chin. "You are a very intelligent young man, Peter. I know," he said, as he pulled out a small tablet and flashed the screen towards him. It showed a record of every grade Peter had ever earned in school. "And you needn't worry about your attendance record either, Peter. That will be taken care of, no strings attached. But yes," he continued, as he put away the tablet, "Factors. Factors that Johan Schmitt knew all about. He tried to prepare the world for what was coming, but failed miserably, due to that _Buffoon_ in Berlin. And of course, thanks in no small part to my work," he shrugged indifferently.

"What was he…" Peter asked, still in a state of shock. He did manage to keep enough sense to know that he needed to keep his grandfather talking. Because as long as he was talking, he wasn't dangerous. Or as dangerous, at least.

"Aliens," Eric replied simply. "From outer space. Schmitt managed to get his hands on a crashed ship in the mid-thirties. Our government found another in the fifties."

"New Mexico," Peter replied, feigning weakness.

"Precisely," Eric said, with a small smirk. "Though it was a different species. We've designated ours as _Kree._ Because that's all it could say, before it died on the operating table. So sad," he continued as he shook his head, "there is so much we could have learned from it. So much that we could have gained. But I only got _scraps,"_ he fumed, clenching his hand into a fist. "And all I could make of it is one alien-mutant _hybrid._ I-" something buzzed in Eric's pocket. A cell phone. "Ach Was? Ich bin beschäftigt!" A moment of silence followed, broken only with the words "Finden Sie sie! Oder ich will euch tun, was ich tat Kamiskey!" Eric shouted, before slamming the phone into his pocket furiously, "Apparently Captain Rogers is as _determined_ and _stupid_ as I remember him to be."

"So you're about to get your ass kicked from here to Berlin," Peter mused.

"We'll see," Eric replied, as he flipped a switch on a wll panel not far from the door Peter had been dragged through. "I think that the odds are in _our_ favour, however, Peter."

xxx

An iron gate lay before them. There was no way any one person would be able to move it on their own. Which was why Janet shrank back when she saw the doors open. Soldiers poured out, more than she could have anticipated. She tried to count, but there were too many, and they moved too quickly for her eyes to register. They formed into six squads of more than ten men each. And each squad covered an area at least fifty feet wide. She looked to either side, and saw her two companions, Scott Summers and Lorelei. The latter of whom, she knew, was the most likely to survive the coming fight, which Janet was not sure she was entirely prepared for.

Sure, she had been given basic hand-to-hand combat training, and had trained herself to use her powers offensively for the last twenty years. And she knew that Scott was a capable combatant. But the odds were stacked against them, unless they managed to pull a miracle out of thin air. Their only hedge against disaster was Lorelei herself. That, and their collected powers, at least.

"Move!" Summers roared as he dashed to the left, as a hail of bullets filled the air. Janet didn't need any orders, as she was already shrinking down to the size of an ant, and zipping through the air. She had designed her armour to work in conjunction with her powers, as well as protect her from incoming dangers. But she had never envisioned herself trying to dodge bullets. She never imagined herself fighting normal humans who carried such high-powered weapons. She knew that she would have to change her way of thinking, and fast. Especially if she wanted to survive the chaos that surrounded her, as she barrel-rolled towards a cluster of the soldiers, firing a spray of energy blasts as she did.

None of her shots would do much damage, she knew that. But they did serve a purpose in distracting the men, who momentarily lost their aim as they covered their eyes. She was then given free rein on who she chose to target with her more powerful strikes. Three soldiers fell to the ground, writhing in sporadic spasms as Janet zipped around the field of battle as fast as she could. German soldiers filled her field of vision. Bullets still sailed through the air, but none of them could get even close to hitting her. Which was a good thing, because at her current size, she would not be able to take even a glancing blow. A direct hit would most certainly rip her in half, if not obliterate her entirely.

Ironically, she was reminded of a scene from one of the Star Wars movies, which she had introduced to Kurt a long time ago, for better or worse. She remembered how in the Sixth film, The Fleet of the Rebel Alliance became caught between an enemy battle-station, and the enemy fleet. They only managed to survive by moving between enemy ships, which was exactly what Janet decided to do. The soldiers would not shoot at her, because they would know that there was a ninety-nine percent chance of them hitting their own people. Not very favourable odds, she noted as she dove between a man's legs, stinging him twice, in such a way that his leg muscles cramped together, mere seconds after she escaped from between them.

She allowed herself a quick glance at the battlefield. In her foray into the enemy line, she had managed to stun a total of six men, two of whom were in the process of recovering. And she cast her glance sideways, towards Scott Summers, who was living up to the codename Cyclops. Nothing could escape his optic blasts, which struck with terrifying accuracy. The blows, which could cut through solid steel, knocked entire clusters of soldiers back with one strike. And if anyone dared to get close, he would resort to his extensive hand-to-hand combat training, which was on par with most Special Forces personnel. Better, even.

He rolled and wove his way through the field expertly, never staying stationary as he fired blast after blast after blast. Each one of his shots hit home, but where not enough to kill. If he attuned his visor correctly, he would be able to punch a hole through a person's chest if he wished, however. But his conscience remained intact. He had never killed anyone with his power before, and didn't wish to break that rule for any reason. The closest he had come was when his powers first manifested, and he had caused a structural failure of the roof of a building he was in.

That had been over twenty years ago, and he had no intention of letting his powers get away from him again. He kept a careful control over the strength of his shots, making them all non-lethal like the Professor had taught him to so many years ago. Because if he killed one of them, then he would be exactly what the media thought of Mutants. A monstrosity and an abomination. Two things he swore to never be in his life, unless he was given no other option.

Scott reeled back, as the ground began to shake, with the arrival of three large tanks. Those, he had not been expecting. But he overcame his surprise and adapted to his situation. He did not present a stationary target, and aimed a shot for the tire tracks. However, he didn't properly adjust the power setting on his visor, and the shot bounced off like it was nothing. The only mark he had made was slight scorching, but that could be removed with a simple coat of paint.

He would have destroyed the tanks, but he was grabbed from behind. Two burly soldiers had his arms. He knew how to escape, however. He tucked his legs down and rolled his shoulders, in order to twist through the air perfectly and land on his feet steadily. One of the men had gone down completely, while the other had managed to hang on. But not for very long, however. Scott delivered three punches to the man's body. Two to his stomach and chest, and one to his throat. The Soldier crumpled to the ground, and Scott was able to resume his offensive flurry. Not towards the Tanks, however. One had already been destroyed completely. Another was buried up to its turret in a deep trench that had opened in the ground.

And the final Tank was hovering in midair, held aloft in a puff of golden energies by the witch, Lorelei. This was the first real display of her offensive capabilities she had given during the battle. So much of her time had been focused on working her powers defensively. Both for her own sake and the sake of her teammates. She needed the two of them alive, if nothing, they would be able to be an extra set of eyes. And she doubted that Captain America and Peter Parker would take kindly to her letting people die on her watch. And if she wasn't accepted, she would be ostracised from the team, and left to fend for herself against the wolf horde. She couldn't let that happen, so she spent most of her focus on turning away bullets and grenades. A few, she aimed back at her enemies.

With a flick of her wrist, she shattered the heavily-armoured tank into a thousand pieces. The crew fell to the ground in a heap, and the pieces of the shattered vehicle landed around them like rain. She cast her deadly gaze to her left, watching as reinforcements burst over the hill, riding two Jeeps, bristling with five men inside each.

That was, until she swept her hand across her body, with very little effort. The two vehicles flew off backwards into the air, their occupants screaming horribly as they rolled across the terrain. She furrowed her brow as she focused one taking out the remaining soldiers. There were not many remaining. Perhaps less than a dozen still stood. The rest had injuries that ranged from mild to major. A few scrapes and impalements from shrapnel, nothing more. She knew that she was showing them mercy. But the soldiers saw something else entirely.

They saw an immeasurably beautiful goddess bending the rules of the universe before their eyes. Subtle flexes of her wrists and arms ripped holes in the ground. A simple glance from her glowing, scarlet-hued eyes drove them wild. One man even knocked _himself_ unconscious, because his twisted mind told him that was what she wanted.

The battle was much easier than they had expected. It had lasted only a mere twenty minutes. But, the three of them exchanged knowing glances. They all knew that that had only been the first wave. The next wave would be much larger, and better-organized. The commanders of the unit would have analyzed their pattern of attack, and would be better able to exploit their weaknesses as a unit. In the end, it was Cyclops who spoke their unsaid thoughts.

"Inside," he barked, and they followed his command. After all, it was the one that made the most sense.

xxx

"I'm getting some _weird_ vibes from this place," Jubilee said with a slight shudder as the two of them crept along the dark hallway. As they continued to walk, it seemed to grow darker and darker. She didn't want to say anything, but she could feel the hairs rising on the back of her neck. Something loomed over the two of them as they walked, but she couldn't quite place her finger on it.

It was an insecurity that Captain America felt as well, though for different reasons. He remembered with perfect clarity sneaking along the very same hallway. They turned a corner, and he could see the flash of bullets _ripping_ through Bucky Barnes. He could hear the ping of a grenade pin. He remembered just how many men he had shot, while standing on the very same location. He could almost see their bodies, as fresh as the day they had fallen. He shook his head though, ridding himself of his ghosts for the time being. They needed to focus on the task at hand.

"Three halls down," Steve clarified as he steadied his voice. "Left side. I-" Two men raced around the nearest corner, leveling their guns as they did so, and shouting in rough German. Without a thought, Steve tossed his shield in a deadly arc towards the men. It bounced off their skulls with precision, as another soldier appeared on the other end of the hallway, with his own weapon raised. Steve had no way to defend himself, as his shield was still flying back towards him. But he didn't need it. Jubilee took the initiative, and let loose a colourful stream of energy with one hand. The blast itself was not enough to bring the soldier down, but it did blind him enough to allow her to get close. Close enough to deliver a finishing blow to his abdomen with her knee. Neither of them broke a sweat over their actions, either.

"Is stealth out the window?" she asked, with a slight smirk on her face. As she spoke, the lights turned on, becoming a bright white, nearly blinding him. An alarm began to sound, blaring in his ears.

"It is now," Steve replied, as the two of them pounded down the hallway, with the Super-Soldier taking the lead. In his head, he went over what he remembered of the schematics of the building. They were in the right place, as far as he could tell. His heart began to beat steadily faster as they turned around the final corner, facing a long hallway filled with iron bars. They had found the prisoner holding cells. And just as he had predicted, some of them were filled.

"We're _short_ one," Jubilee said as she rushed over to Jean Grey's cell. There, the red haired woman lay in a state of near-consciousness. "Jean? What's-"

"She tried to use her powers once the action started," Logan grunted from his adjacent cell, as he rose to his feet. "It activated something in the helmet, and knocked her out cold. Gotta get that _thing_ off of her if we want to get out," Logan continued, as Steve moved over to his cell. It was locked tight, and there was no way that Steve would be able to pick the lock. He looked around for a key, but found none.

"Move," the Asian Mutant snapped, as she picked up a small pebble from the ground. Steve did as she requested, and watched as she _jammed_ the small rock into the keyhole. Only something was different about the rock. It was pulsating a blueish colour. He didn't have much time to consider the strange development, as the lock erupted with a loud _bang!_ A puff of smoke spilled out, revealing the lock, which had been blown open by the small explosion, allowing Logan to walk out freely, without much effort.

"They took the kid," Logan explained, as Jubilee moved to blast open the second door with a second pebble.

"Where?" Steve asked, as the second lock blew open.

"No clue," Logan grunted as he rolled his shoulders. "But Jean should be able to find em' pretty quick once we-" he was cut off by a second explosion. This one did not come from Jubilee's powers. Instead, it came from the wall behind them. Rocks and dirt peppered his back as he was tossed to the ground by a powerful shock-wave. Without looking, he could tell that there were some intense powers at play. Fire _whooshed_ overhead, and electricity _cackled_ in response as Steve rolled backwards. He saw two women, one of whom was Lorelei, engaging in a deadly duel, each attempting to blast the other one back as they raced down the hall, attempting to gain the upper hand. "What the _fuck_ was that?"

"Long story," Jubilee quipped as she hauled Jean Grey to her feet. "Short version is: She makes _Quire_ look like a saint in comparison," she finished, as the four of them thundered down the hallway as fast as they possibly could. Luckily, the battle between the two Succubi drew away most of the guards, and they were able to slip through relatively unnoticed.

They managed to run through a series of doors, which Steve vaguely recognized. Eventually, they wound up on a bridge, over a deep chasm. Several other bridges and staircases crossed above and underneath them. Steve looked down, in an attempt to determine just how deep the chasm was. He couldn't see the bottom. In fact, the only reason he could see was the fact that the edge of the bridge was lined with small floodlights.

"Everybody stay calm and-" he began, only to be cut off by a hard _crash_ coming from behind him. He spun around, shield raised, just in time to see the towering figure that was 'The Winter Soldier'. As before, the man was covered from head to foot in black body armour. Complete with a face-mask. However, he also sported two new additions. Twin swords, one in each hand where poised for battle. Each blade appeared to be three feet long, and made of a sturdy metal. "Back!" He ordered, as he prepared to fight the Soldier alone. There was no way that the other three stood a chance against him. But, Logan remained stubborn, and stepped _forward,_ showing his intent to fight alongside Steve, which he was grateful for. Even if Logan wasn't as strong or fast, he was just as skilled, and durable. He would be able to provide an extra set of arms to distract their enemy.

xxx

"Down!" Janet shouted, as a beam of cackling green energy sliced through the air. They had successfully made it into the Fortress itself, and she hoped that they were providing enough of a distraction. She failed to see how they weren't, given the wrecked vehicles and half-conscious soldiers they had left in their wake. And the fact that they were now being targeted by a woman who bore an _uncanny_ resemblance to their resident spellcasting witch. With whom she was now engaged in an intense duel.

The only way that she could describe what was happening around her was forces of nature battling against one another. Fury and Rage clashed perfectly with fire and earth in a maelstrom of titanic, god-like power.

"I've been looking _forward_ to this," their attacker hissed with gleeful delight, as a golden-red lance of energy raced out from her hands.

"Not _nearly_ as much as I!" Lorelei roared back, as arcane symbols formed in front of her hands, creating a shield of sorts to block the incoming attack. The wind howled as she twirled her free hand, forming a miniature tornado, which she sent towards their assailant. "Amora! I _will_ have my _revenge!"_

"Does thou actually think so?" the second one, Amora, sneered darkly as she went on the defensive, as Lorelei struck back mightily with a flash of deadly colour. "Does thou seek to _impress_ thy new compatriots, sister?" Admittedly, the revelation that the two of them were sisters was not altogether jarring. Their posture, speech patterns and attire all mirrored the others perfectly. And it was clear that they had a _long_ history, based on how they spoke with one another. "Are they a means to my end, Lorelei?"

"And a debt to be repaid!" Lorelei screeched back, holding strong to her ground as her sister bombarded her with a series of earthshaking bolts of electricity. Janet shook her head, knowing that she had no place in this conflict. She was _way_ out of her league, in her opinion. And if she stayed where she was, she knew she would surely be killed within a few minutes. So, she zipped to the left, as Scott elected to follow her, up a long set of stairs. Her wings beat furiously as they wound their way to the top of the staircase.

Twice, they encountered soldiers before they could make their way to the top. And twice, Scott managed to blast them out of the way.

"Thanks!" She said as she reached the top, and entered a brightly lit room, filled with a wide variety of computer screens. Nothing seemed to be odd, until she spotted Peter Parker standing next to a man who appeared to be in his mid-thirties. Their arrival did not go unnoticed, as the man casually waved his hand towards Scott, blasting him into a nearby wall with tremendous force. Fortunately, the man either missed Janet, or didn't see her. Something which she chose to exploit as much as possible. There was no way she was going toe-to-toe with that man either, not without knowing exactly what he was capable of. She shrunk down even smaller, wanting to remain unseen. Though she had a feeling that Peter knew she was there.

xxx

"Come on come on come on," Jubilee muttered as she fumbled with the device on Jean's head. It was an elaborate piece of work, she had to admit. And she was no wizard with machines, having barely passed her classes in that subject. Fortunately, she couldn't see any wires or vials of mercury, telling her that it wasn't a bomb. So there was no threat of killing herself and Jean if she made a mistake.

The major problem she had was the fact that she was under a lot of pressure. She had managed to pull Jean out of the way of the battle between Logan, Captain America and the Sword-wielding giant. But she could also see that the two men were at their wit's end against the monster of a man. As fast as the two of them could strike, the Giant could almost outmatch them with his own speed and strength. She dug her finger into a small screw's head, hoping that loosening it would help remove the device. She twisted hard, willing it to move with all her might, until it finally turned, almost under its own power. "Eureka!" She exclaimed as the entire top section of the helmet came off, leaving only an easily removed collar. She removed the second piece, but was a few seconds too late to see the arrival of a new party.

A semi-armoured man hovered about ten feet above her head, and slightly to the left. He glared down at the two women with one eye, as the other was covered in metallic plating, with only a red circle where the second eye should have been. Rocket boots where attached to his legs, holding him aloft as he pointed one arm towards them. And arm which had a miniature missile launcher attached to it. The man almost snarled as the launcher beeped, and its payload rocketed forward, streaming towards the two mutants.

However, Jean had regained consciousness at that point, and lashed out with one hand, diverting the missile long its path.

"Run!" the red headed woman shouted, as she pushed Jubilee up the stairs. Seconds later, bullets struck where they had just been, peppering the ground with brass chunks of metal. "Up the stairs! We can lose him there!"

"What about Logan?" Jubilee protested as they reached a second flight. "And the Captain? We can't just-"

"We can and we will!" Jean roared back, "they can handle themselves. We're the ones who-" she was cut off by a sizable explosion that knocked them both to the ground. The cyborg man had returned, this time by blasting his way through the stone walls in order to get to them. Jubilee twisted, as she spotted the laser sight being aimed in her direction. It was a natural reaction, and caused the Cyborg to miss his first two shots. She was then able to cross the distance between the two of them and connect her fist with his jaw. He stepped back as she drew back her other fist, for a knockout blow. She was forced to abandon the strike, however, as a series of shots rang out, coming from the machine gun mounted on his arm.

Her first instinct was to find cover, but she also soon realized that she was safest at a close range. From where she stood, she was able to wrestle the barrel of his gun-arm away from Jean, who was still recovering from the initial explosion. And, no doubt the effects of the restraint that had been on her head. The Asian mutant shook her head as she kicked the Cyborg man's kneecap. The limb did not move, however, telling her that it was reinforced somehow. Either that, or she wasn't as up-to-snuff on her combat training as she thought she was.

Furious, Jubilee shoved her fist into his fleshy armpit. The resounding _crunch_ told her that she had managed to dislocate the limb, which she could live with. It gave her, and by extension, Jean, enough time to rally themselves into better fighting positions. She circled around the Cyborg, while Jean reached out with her hand, and her telekinesis. A wave struck the Cyborg in the chest, sending him sprawling on the ground, giving the two women enough time to run. Though to where, she did not know.

xxx

"Go low! I'll go high!" Steve bellowed as he pounded his feet against the bridge, and launched himself into the air, and attempted to strike the Winter Soldier in the jaw. Meanwhile Logan went low, aiming his foot-long claws for the man's legs. Neither strike came even close to hitting, however. The Soldier butterfly-flipped out of the way of both of them, simultaneously swinging his two swords through the air. One blade glanced off of Steve's shield, and the other cut into Logan's cheek.

Both men bristled at the failed attack as they prepared for the Soldier's counter-attack, which involved a deadly lunge, followed by a sudden reversal and spin. The lung served as a mere distraction. It was never meant to hit home, but move Logan into the perfect position to be beheaded. But Steve intercepted with his shield. The blow still traveled through his spine, however. He realized that he was at a definite disadvantage in the fight. He was so used to being the one with the better physical condition. But here, against a second-generation Super soldier, he realized that the difference in strength and speed was the same as between himself and a baseline human.

So instead of relying on his superior strength and speed, he had to rely on his brain to win him the fight. He analyzed the situation, and came to several conclusions. First: The Bridge offered very little in terms of side-to-side manoeuvring capabilities. Second: The man's swords offered him a great deal of offensive viability, but very little defensive options. Especially against Steve's shield. The Soldier's ability to hack, slash and cut was undiminished, but he would have a hard time intercepting a simple charging attack.

Which was exactly what Steve elected to do. He pushed off with one foot, then the other, quickly building up speed. With three steps, he was at his absolute top speed, and slammed into the Winter Soldier's abdomen, only barely being scratched by one of the swords in his left shoulder. Not an injury that would put him out of the fight, however.

With a feral howl, the Winter Soldier recovered, faster than Steve could have anticipated. He managed to grab the rim of Steve's shield, and twist so hard that the Super-Soldier was flipped onto his side. He landed hard on his back, looking up just in time to see Logan tackle the hulking brute from the side, bowling him over with superior momentum. However, the brawling Mutant was soon tossed aside, before Steve could fully recover. Logan sailed over the edge, barely catching the stone ledge with an outstretched hand. Steve wanted to go and help him, but couldn't. Their enemy still posed too much of a threat. He needed to buy Logan enough time to pull himself up, so that they could make their escape.

Steve spared a glance towards the tunnel which the two women had escaped through, realizing that they had the right plan all along. There was no way that the Soldier would be able to follow them through it, given his immense size and overall bulk. It certainly was a better plan than being tossed around near the edge of an abyss, like he was.

"Logan!" Steve shouted, "Lure him to _uurrk!"_ he was cut off, as a powerful hand wrapped around his throat, and lifted him into the air. The Winter Soldier snarled viciously, before his eyes fell on the crest on Steve's shield. They dilated briefly, as if he was focusing on a single point. Though his expression lasted only a few seconds, as he quickly turned his attention back towards Steve.

" _I CAPTAIN!"_ the brute howled, as he slammed Steve to the ground. " _I CAPTAIN!"_ He repeated as he lumbered forward. Steve, on the other hand, rolled backwards and tossed his shield with all his might, striking the Winter Soldier dead-centre in the chest, knocking him back several feet.

"No," Steve replied with a short huff, "I'm the Captain here," he continued as he raced forward, and planted a solid kick in the centre of the Winter Soldier's chest. That blow was enough to knock the brute completely off-balance, causing him to stumble over the edge of the abyss as Steve's shield returned to his outstretched hand. With a feral yell of defeat, the Soldier plummeted to the ground, out of sight. Steve was sure that he could survive the fall, however. Especially after seeing it take a grenade to the face. Surviving that took a serious amount of pain tolerance, as well as an enhanced healing ability. Which all three of them had in common, even if Steve's was nothing in comparison to the other two's.

xxx

"You're insane," Peter muttered under his breath, as he resisted the urge to turn and run as fast as he could. He knew that staying still was the safest bet for the moment. If he moved so much as an inch, one of the twenty armed guards would shoot him. And that was if his supposed grandfather didn't slam him into a wall with his crazy psychic powers. Out of the corner of his eye, Peter watched the screens, which showed his new friends overcoming numerous threat after threat. One screen in particular showed several overturned tanks and wounded soldiers. Another showed a half-destroyed bridge over an abyss.

Despite his grandfather's claims, everyone was still alive. Every obstacle he threw in their path was overcome with sheer whit and tenacity. He held stubbornly to the belief that they would be making it out alive. All of them.

"They are an _impressive_ bunch," his Grandfather remarked with a nod. "Of course, Captain America hasn't changed much over the years. Leading the charge, as always. But," he continued with a shake of his head. "The others. Very impressive. One of the Mistakes I made with the Weapon X program, and the Defenders was the _lack_ of variation. If someone could overcome one soldier's skills," he elaborated, sounding genuinely impressed with what he was seeing on the screens. "Then they were all overcome. But _this!"_ He said, as he enlarged a section of one screen, which showed Jean Grey shoving a cyborg man through a wall with her telekinesis. "An army with someone like _her_ at the helm would be absolutely unstoppable. Don't you think?"

" _Quis custodiet ipsos custodes?"_ Peter replied, remembering the quotation from an English literature book he had read several years ago. It was a Latin phrase that several authors and political groups used as their slogans. Its English interpretation, he agreed with somewhat.

"Who Guards the Guardians?" His Grandfather replied with an amused smirk. "Well, to answer your question, no one can. Because if you have someone watching the watchers," he continued, as he began to pace slightly. "Then someone has to watch them, Peter. It will continue for an eternity, unless," he said, as he paused, almost for dramatic effect. "Someone _takes_ the power for themselves. Like you and your friends are trying to do," he shrugged slightly as he turned to face Peter. "Only in a more refined fashion. Someone who's more _direct_ about making decisions."

"You mean _you_ ," Peter replied, not missing a beat.

"Well I don't see anyone else who's willing to step up to the plate," his Grandfather shrugged with a slight sigh. "Not yet, at least, Peter. I think," he said as he let out a quick breath, "That you'll see things my way eventually. Maybe not today, or tomorrow. But someday, Peter." The man continued to stare at the screens, but it seemed as though his eyes became extremely unfocused, and he began to stare through the wall, to the universe beyond. "Someday you'll all see things my way."

"I doubt that, _Eric,"_ the commanding voice of Captain America said firmly, as he strode into the room, bearing his shield in front of his body. In unison, all the guards turned and raised their weapons, hoping to get off a lucky shot. But as they reached for their collective weapons, they were all simultaneously hit with a shock-wave that blasted them off their feet, and straight into the walls of the room. Peter didn't really even have to look to know that The Captain was not alone. "Now I suggest you surrender," the Captain continued, as he was flanked by the rest of the Avengers. Jean and Jubilee looked to be the worst-off to him. Both women sported minor bruises and cuts, but where relatively unhurt.

The Captain had a small gash on his shoulder, but did not let that dissuade him from stepping forward. "You're under arrest."

"No Captain," Peter's Grandfather replied with an honest sigh. "I'm not. You see," he continued as he took a few steps forward. "I have political immunity, thanks to a few well-placed friends in the government. _You_ however," the madman continued as Peter eyed a sharp knife lying not far from his grasp. "Are intruding. And I can simply do _this!"_ He said, as he reached out his hand, and began to strangle the Captain with his science-defying powers. Steve was lifted a good foot into the air as the others began to leap into action. Lorelei and Jean both prepared attacks. Janet shrunk herself down, as Scott Summers prepared an optic blast.

But it was Peter who got his Grandfather's attention, by grabbing the knife he had seen, and placing it against his own throat.

"Stop!" Peter shouted, seizing his chance while he still could. Everything seemed to slow down to a crawl, as all eyes turned to face him. "You told me you wanted me to share your vision," Peter stated bluntly to his ancestor. "Well it can't happen if I'm dead. So," he half-growled, hoping to drive his intent home further, "you're gonna let us go. Or else," Peter finished as he heaved his chest. He looked into the eyes of several of his teammates, wondering if he was doing the right thing. Some of them seemed to agree with him, while others looked slightly horrified by his actions. Seconds ticked by, feeling like minutes as they all waited for a response from the madman, whose expression contorted horribly for a few seconds.

"Go." Was all he said, before turning on his heel and exiting the room.

XXXX-Six Months Later-XXXX

"For six months," Norman Osborne said calmly as he stood atop the podium, addressing the crowd at his feet, as if he was a king speaking to peasants. "Our streets, our _homes_ have been terrorized by a force that we don't fully understand," he waved his hand towards a screen, which showed a young man, his own son, with his arm in a full cast. "I have felt this suffering myself. My only son was caught in the middle of a deadly brawl with these so-called Inhumans less than three months ago." The crowd murmured apologetically, just as he had anticipated they would.

"Oscorp has taken steps," he said, as he stepped down off his podium, and into the crowd, giving everyone present the illusion that he was on their level, as intended. "To ensure our safety. The safety of our Sons, Daughters, Brothers, Sisters, Mothers and Fathers. Of our streets," he continued, soaking in all the attention he was getting from the gathered crowd. His shoes clapped against the hard tiles of the floor as he walked around the convention hall, almost feeling the money flowing in his direction.

"It has not been without difficulty," he said, with a forced sigh escaping his lips. "Obstacles plagued my best and brightest at every turn. But they soldiered on," he said, as the slideshow changed, this time showing a group of scientists posing around a microscope, and some of them writing down notes on a pad of paper. "They persevered, and they came to a conclusion," he smiled, as he waved his hand through the air, and a trap door underneath the stage opened up. A score of dramatic music began to play as the lights dimmed down, and twenty-four silhouettes could be seen rising from the ground. The crowd began to hoot and holler as the new arrivals finished their ascent.

"Ladies and Gentlemen," Norman smiled, "I present to you the first squadron of Oscorp's latest contribution to the war on the Inhuman threat! The Oscorp Sentinels!" In unison, all twenty-four Sentinels lit up, and performed a sharp, military-style salute. This only served to increase the crowd's enthusiasm a hundredfold. The only ones not severely impressed where the four Avengers sitting on a couch, far away from Norman Osborne's keynote speech.

"What a load of _bullshit,"_ Carol Danvers muttered, as she leaned her head back, onto Kurt Wagner's shoulder. "Who here actually believes him?" she asked, to the other three in the room. Over the past several months, they had all grown quite close to one another. Easily becoming friends in a matter of weeks. And every so often, barbed comments with good-natured intentions would be exchanged lightheartedly, even. "Seriously?"

"Well he is a businessman," Jubilee remarked with a subtle shrug as she typed away on her laptop, only half-paying attention to what was going on the screen, as she usually did. "Shouldn't we always be taking what they say with a grain of salt?" she continued, as she looked up for the first time in about ten minutes, stretching her neck as she did so. "He's doing what they all do. Get people to buy their shit."

"Says the girl with the laptop she bought with money earned from the Avengers Royalties," Carol replied with a halfhearted snort. "What's the status of the Wondra product line? Isn't it like….second-last? Just hanging above Lorelei's?" Carol quipped innocently. Each member of the Avengers received a percentage of the money that Stark Industries made off of their brand name. Everything from T-shirts to action figures to the movie scheduled for release in a few weeks. And each of them had a sizable cut from their individual lines as well, with some Avengers doing better than others.

"Just wait until I get the smartphone app down," Jubilee shot back playfully. "Once it's on the market, for sure I'll be competing with ol' Stars and Stripes," she smirked as she resumed typing at a wickedly rapid rate. "That's the one thing none of you have. A foothold in the App-store playing field. Once I-"

"I've got a temple-run game," Peter remarked from where he lay, on the couch opposite to Carol and Kurt, and directly adjacent to Jubilee, who was sitting on the floor. If she rested her head back, she would touch his feet with the back of her head. "It's not doing too shabby. Gives me a-"

" _Ricochet,"_ Jubilee cut in, using Peter's chosen superhero codename. "Hold this," she said as she handed him the pillow she had been sitting on.

"Um…okay…" Peter replied as he took the pillow, and set it down casually against his ribs. "As I wa _OOOFFF!_ " he exhaled rapidly as Jubilee drove her fist into the pillow with unexpected power. He easily felt the blow through the soft cushion, and was thankful she had not decided to target a more sensitive spot on his body. "What the hell was that for?" he asked, mocking the pain.

"Well I would've done it for fun," Carol smirked as she playfully stroked Kurt's tail. "What about you, hot-stuff?" she cooed as she worked her hands up his tail, towards his chest region.

"I…." Kurt murdered slightly. "I don't think I should get involved. Not my place too…"

"I can make you get involved," Carol whispered into his ear. "Especially if I…"

" _Way_ too much info," Jubilee cut in abruptly, as she wiped a strand of hair out of her face. "Seriously. Way T.M.I for me. If you're gonna do stuff like that," she continued as she pointed towards the hallway, which held their private sleeping quarters. "Go get a room," she finished with a playful huff.

"We would," Carol replied pointedly. " _If_ someone hadn't promised my dad that he'd make sure there was no funny business going on between us."

"Well I didn't have much of a choice!" Peter said desperately, clinging to the side of the couch. "He did kinda corner me just before I moved out!"

"You faced down that Fire-wielding maniac last week without a scratch," Jubilee commented half-heartedly, "and that Bee-monster last month. What's so terrifying about a father?"

"Who says it was her father I was concerned about?" Peter replied with a laugh. "You've never met her sister, remember?"

"He's right to be scared," Kurt commented with a shrug, "trust me," he finished, causing all three to burst out in laughter as they continued to watch Osborne's speech.

xxx

"Been a while," Steve said flatly as an exquisitely-dressed woman sat down across from him, and smiled warmly. "Marie. At least a month," he said, recounting the last time she had met up with him in a public place. Currently, he was where Phil Coulson had ordered him to be. Sitting, listening to one Norman Osborne give a long-winded speech involving the use of his new Automatons. About how he planned to use them to keep the streets clean of the Inhuman problem.

"Well we're both busy people," Marie replied with a simple shrug, as she folded her hands in front of him. "You have your new…teammates to deal with."

"And you?" Steve asked with a raised eyebrow, as the Sentinels gave a crisp salute. Steve was unimpressed by it. Their motions were too clean and crisp. Too perfect. "What have you been up to?"

"If I told you _that,"_ she replied calmly, "you'd have to try and arrest me. And I'd have to ruin this nice red dress you like so much." She toyed with the end of her sentence, dragging it on as much as possible for her own entertainment. Though Steve also knew that it served a strategic purpose in helping win him over to her side. It was an ingenious, inspired tactic to be sure. "Let's just say I've been traveling recently. Even went _home_ for a short while," she smirked as she grasped one of the wine glasses from a waiter's tray, and took a sip from its scarlet contents.

"I didn't think you had a home," Steve replied. "Thought you lived on the road."

"My first home," Marie replied as she took a second sip of the wine. "Were I was born. Not that it really matters right now," she sighed as she set the glass down, and they listened to the businessman drone on and on about how great his company's product was, and how it would change the world. Steve didn't pay any more attention than he had to, however. As far as he was concerned, the man was blowing smoke out of his ass. "Unnerving, aren't they?" Marie asked pointedly.

"They are," Steve replied with a shrug. "…unnatural. Not Soldiers."

"No," Marie agreed with a sigh, "they're not. They don't have any judgement, or a moral code. Just a binary one," she continued as she ran a finger through her hair. "Captain, I'm going to go ahead and _skip_ the pleasantries." She said firmly as she rested her hands back down on the table. "If you don't mind."

"Be my guest," Steve replied politely.

"I was recently contacted by an associate of mine in Egypt," Marie smoothly relayed to him, "he's been keeping an eye on an archeological dig sight not far from Cairo." The woman continued as she pulled a small tablet out from her purse, and showed him what was on the screen. A large scythe, embedded in the side of a rock. "What does it remind you of?"

"The Hammer," Steve replied as he took the tablet in his own hands. "The one that Blake touched."

"Precisely what I thought," Marie replied as she lowered her tone of voice. "But the scary thing is, it landed on the same day. Possibly within a few hours of the Hammer," she sighed, as she re-straightened her back. "I understand Blake's been going through rigorous training with his new abilities. Along with that other Inhuman Coulson convinced into joining," she said with an inclined chin. "I figured that Coulson would want to know about this firsthand. Or as close to it as possible," she sighed deeply.

"You seemed to know Coulson's superior well enough," Steve replied firmly, wanting to squeeze as much information out of her as possible. "Why not go directly to the top of the chain of command?"

"Just because someone has more authority than someone else," Marie replied sharply, with a small smile. "Does not mean that they're more capable. Or more trustworthy, Captain." He nodded in agreement, remembering just how hard Nick Fury had tried to recruit him into his personal circle a few months ago. And his ongoing efforts to place the Avengers within his control. Coulson, on the other hand, welcomed their involvement, so long as they obeyed certain rules and regulations. Which was acceptable, in his opinion.

"So you would rather this wind up in his hands," Steve said as he shrugged, "than HYDRA's? Or Fury's?"

"I think that's a good idea," Marie smiled as she got out of her chair, and paced around the table. "Don't you?" she asked, as she walked past him, running a finger over his cheek as she did so.

xxx

"So, you _know_ Norman Osborne?" Jubilee asked, as she walked alongside Peter, towards the sleeping quarters. She was extremely tired, and ready to turn in for the night. But she also knew that she wouldn't be able to sleep with unanswered questions bouncing around in her brain. "Really?"

"I've met him," Peter replied with a shrug. "'Bout ten times. I used to be friends with his son," Peter continued mildly, almost as if he was feigning interest in the subject. "Three times on a birthday. Once at a school function. Three times at the courthouse. And maybe twice when he came to the door, trying to bribe me," Peter said as they reached the hallway that contained the doors to their separate rooms. His was on the far right. Hers was on the far left.

"Bribe you?" Jubilee asked, stunned. "What kinda dirt did you have on him?"

"A criminal charge," Peter replied shortly. "On his son. I don't really wanna talk about it," he finished, as he tried to make his way past her. She managed to stop him, however, with her arm.

"You don't get to say something _that_ juicy and walk away," the spunky superheroine replied with a playful smile. "Besides, you owe me for blinding that Pyro guy the other day."

"And who pulled you out of the way of his fire-serpent?" Peter replied with equal wit and charm, as his expression changed from one which was slightly dour to more cheerful one. "Not once. Not twice, but three times, Wondra?"

"Payback for me playing rabbit against that weather-controlling guy," she smirked, trying to maneuver him into a specific place word-wise. So far she was succeeding. "And the dude who could control the minds of dogs."

"Need I remind you about your skydiving trip?" Peter shot back playfully, enjoying their conversation as much as she was.

"How about storming the German castl…..that was a low blow," Jubilee said, apologizing immediately. Right after they had got back from Germany, Peter relayed everything that his Grandfather had said to him in detail. Some of it intrigued her, while other stuff horrified her. "Sorry," she said, waving her hand through the air, trying to dismiss their conversation entirely.

"It's not your fault," Peter shrugged with a sigh, as he ran a hand through his hair. "Not by a longshot. But yeah," Peter shrugged, as he rubbed the back of his head sheepishly. "Yeah, I guess I do still owe you bigtime for that one. I'll try and make it up to you."

"Well," Jubilee smirked, "I don't think I'm on duty tomorrow. Just on-call," she elaborated as she leaned inwards jokingly. "So, in theory I'd be free to explore the city," she shrugged. "I actually haven't seen the Statue of Liberty up close yet," she finished warmly, waiting for his response. She hoped it would be the response she was looking for.

"Sorry," Peter replied slowly, "I've _really_ gotta finish unpacking the new place," he clarified with a cough. "I've been putting it off for too long and I-"

"Then I'll help you finish," Jubilee smiled as she flicked her hair, " _before_ you show me around town."

xxx

Carl Creel, a former heavyweight boxer turned hitman for a then mid-level crime boss strode confidently into the room. Four men sat at four desks on either side of the room. They seemed to be doing decent, honest work but Carl knew better. He knew full well that those men were armed to the teeth. If he so much as looked at them wrong, he and his guest would be shot on sight. And that would not be very profitable, so he signaled to the man closest to the door on the far end of the room. Glances where exchanged all around him as the guards removed their fingers from the triggers of their weapons, save for the one that Carl had signaled. He stood firmly in Carl's way, holding an advanced assault rifle across his chest.

No threat was made, but the intent was extremely clear.

"Do you have an appointment?" the man holding the rifle asked directly.

"No," Carl replied simply, forgoing any attempt at lying. "I don't. I'm an old friend of _his,"_ Creel continued as he indicated his head towards the door that the man was guarding. "From back in the Kitchen. And I have a business venture for him," Creel finished, not backing down from the guard, who would be found intimidating by most. The only thing Creel did was shift his stance, so that his guest was obscured by his impressive bulk. "Now."

"Unfortunately, Mr. F-" the guard began.

"Tell him _Crusher_ is here to see him," Creel commanded, knowing how much pull his name would have within the business. After all, his nickname had been well-earned. The guard nodded approvingly, and spoke quietly into a bluetooth headset. A few, indiscernible words were spoken out of the other end before the communication was cut short, and the Guard waved Creel and his guest through the opening set of doors.

On the other side of the doors was a lavish office. Expensive paintings covered the walls. A statue sat in one corner of the office, behind a great oak desk. White tiles lay on the floor, marred only by a streak of crimson that led off into an adjacent room. Carl knew enough about the business to know what it was. And based on how she stiffened slightly, his guest did as well. But he didn't pay her much attention, instead focusing on the bulky man sitting behind the desk. Carl smiled as the man rose to his feet, and moved out from behind the desk.

"Well, well, well," the large man chuckled as he stuck out a hand for Creel to shake. "The Crusher returns, after all this time," he smiled, as the two shook their hands.

"And the _Kingpin_ has fulfilled his promise," Carl replied smoothly as he let go of his former friend's hand. "One hell of an operation you've got goin' here, Fisk," he said, as he glanced around the room. "Your boy's carrying M5's out there?"

"They are," Wilson Fisk replied confidently as he sat back down behind his desk. "Surprised to see you here, Carl. Last I heard, you were working a dead-end job at a plant downtown. Looking for something more…lucrative?" The crime-boss asked as he leaned backwards in his specially-designed chair. "All you gotta do is ask, Carl. I can have you sittin' in a chair like this one downstairs. I do have an opening, after all."

"I can see that," Carl replied, as he looked back towards the streak of red on the white tiles. "Hope it'll wash out."

"Or I can get new tiles," Fisk chuckled, "so, you looking to get back in the business? Maybe in a more…managerial position this time?"

"I have a proposition for you," Carl replied quickly, as he straightened his stance. "I know that in the last few months, Meta-fighting has been a growing part of your organization," he said, as he gave his guest the signal, telling her to get ready for what was about to come. The two of them had prepared for this moment ever since everything had changed in their lives. Ever since _she_ had changed. "You give me one hundred million," Carl said calmly as he whipped out a handgun, and aimed it at Fisk's forehead, "or I shoot." On cue, two guards burst into the room, charging for Carl, ready to die for their boss.

But they never even stood a chance. Carl's guest snapped out her hand, grabbing the first man by the wrist. She flexed her arm slightly, sending the man crashing into a wall harder than any wrestler ever could. The second guard saw this, and appropriately turned his attention to her. He knew that he had to take her out of the equation. So, with expert precision, the second guard reached for her exposed throat, never realizing that she was luring him into a trap. As soon as his hands touched her bare skin, they could not let go of it. His entire body tensed up, nearly going into spasm as a smile cracked on the young woman's face.

Blood vessels in the man's face began to become more prominent, as his skin began to retract. Everything about him retracted. His size, his muscle mass. The guard soon became a shriveled husk of a man, before collapsing to the ground completely, drained of all life. Carl's guest, however, looked completely _alive._ Like electricity was coursing through her veins. A smile cracked her lips as Carl turned back to face Wilson Fisk, who had not moved an inch, to his credit.

"Empty," Carl said, as he stowed away his handgun. "I'd never shoot you, Wilson," Carl continued with a slight chuckle. "You know I'm a hands-on guy."

"I remember," Fisk replied as he stood up for a second time. "Exactly _why_ you got out in the first place," the crime boss continued as a smile grew on his face. "Little Anna Maria. It's been seventeen years since I saw you," he chuckled as he moved around the young woman. "And back then, you could fit in the palm of my hand." He finished as he slapped a hand on her shoulder, grinning widely. "I assume _she_ plays into this proposition of yours?" Fisk asked pointedly.

"I do," Anna replied slyly, with a grin.

"I think she'd be useful in this organization," Carl added in firmly. "In exchange for thirty percent of all deals she's involved in. Fights. Shake-downs. Takeovers. Protection." Creel continued, as Fisk's eyes lit up with knowledge of the possibilities she presented.

"I see," Fisk said slowly as he turned to Creel's daughter, "Anna, step outside for a moment. Your father and I have things to discuss." Anna stepped out of the room, stopping only to give her father a single, confident smile. "I can see why you'd think to bring her here," Fisk said as he clasped his hands behind his back. "But the question is, why, Carl? It was my understanding that you never wanted her to-"

"Fisk, I'm being realistic," Carl cut in passively. "Nobody's gonna hire my little girl. Especially not now, after she changed," he continued, with a twinge of regret in his voice. "You were my last option, Wilson. _You_ can give her a job, so she can at least support herself in a few years. Her _talents_ and _attitude_ might lend themselves to your profits nicely." Carl said, as he wiped the side of his mouth, slightly nervous. "But I do have a few conditions, Fisk. Non-negotiable ones."

"No videos," Fisk nodded, understanding very well where he was coming from.

"No videos," Carl replied, "no special clients. No jail-time," he finished as he looked his old friend in the eye.

"Deal," Fisk answered as he stuck out his hand, sealing the deal.


	13. Shockwaves

 

“You called, Mr. Fisk?” The sweet-sounding voice of Anna Marie, the seventeen year-old daughter of one of his former associates, said as she waltzed into the room. She moved like she was the one in charge of the building not him. Although that didn’t really surprise Wilson Fisk. He knew exactly what Carl Creel was like. And when someone had that kind of role model, combined with powers like hers, it was inevitable that one would be extremely arrogant.

 

But Fisk still demanded respect.

 

“I called for your Father,” he said calmly.

 

“And you _got_ me,” Anna replied, in a slightly flirtatious tone of voice. Wilson smiled slightly, reminding himself just how useful this girl could be to his organization.

 

“I can see that,” Fisk said, as he pressed a button on the side of his desk. “Westley, send in Mr. Lang, please.” He said, as he calmly folded his hands together ontop of his desk. A set of doors on the opposite end of the room opened up, and in walked a scruffy-looking man in his mid-forties. He was easily the poorest of the bunch, and cared little for his personal hygiene. His clothes where ripped and torn in several places, and he sported a mild gash above one eye.

 

Wilson remained indifferent towards the man. Anna scoffed at his outright appearance.

 

“Fisk,” Scott Lang scowled deeply. “I’m-”

 

“About to go on _another_ job,” Wilson said plainly, as he leaned back in his chair. “And, if I have counted correctly, this will be the seventh one since you last saw your daughter?” he asked in a slightly mocking tone of voice. Wilson knew that he was in absolutely no danger of being harmed by Scott Lang, given the deal he had arranged between the two of them.

 

“And once I’m done?” Scott snapped back, not bothering to hide his contempt.

 

“Forty-Eight hours,” Wilson replied sincerely. “As promised,” he continued, as he slipped the two of them a sealed envelope. “Recently, the owner of a large Business rival has made some…upsetting purchases.” He said as he furrowed his brow, and rubbed his chin. “I want you to get a little…rough with this person’s closest associate. Make them see things _my_ way. Understand?” he finished, as the two super people nodded. Anna looked slightly more pleased than Scott did, however, as the two of them turned and left the room, with the former handling the envelope he had passed them personally.

 

xxx

“You know,” Jubilee huffed as she wrapped her fingers around the cardboard box, and lifted it into the air. “When you said ‘finish unpacking’, I thought,” she continued as she hauled the box over to the other side of the relatively small room. “That meant you’d already started. You lied to me Mr. Parker.”

 

“I started,” Peter replied with a shrug as he pointed towards the Dining Room/Living room, which contained a small table, a couch and a second-hand television. “See! I started! I did, I did!” he said with a playful tone, as he began to open up another box, which contained several framed photographs.

 

“Whadda you want from me?” Jubilee shot back, “a medal?”

 

“Well that’s not at the _top_ of my list,” Peter jokingly replied as he set down several of the framed pictures. One of him and Gwen in the back of a police cruiser on a Halloween night, dressed as a doctor and a police officer. Another of the two of them in front of the High School on their first day. And the final one being of him and his Uncle. That was the one he was most careful with, gingerly putting it aside for further evaluation before returning to the box, and continuing to empty it. “But I guess it’ll do. For now,” he said with a subtle smirk.

 

“Oh, will it now?” Jubilee grinned as she swayed her posterior in a playful, tasteful but sensual manner. “What _is_ at the top of your wish list from me?” she asked as she walked towards him.

 

“Heh,” Peter shrugged as his cheeks flushed a scarlet colour.

 

“That’s what I thought,” Jubilee replied with a low whisper into his ear. “And just what I like to hear,” she said, in a more serious tone of voice as she leaned over the table. The same table he had laid the pictures down on. “Seriously, since all this craziness started almost no one has actually complimented my work. Or outfit,” she shrugged absent mindedly as she swept a lock of hair out of her face. “Stock’s goin’ down the drain. Just like Warbird said,” she sighed as she heaved her chest slightly.

 

“You’re more concerned about earning royalties than you are about saving the world,” Peter stated as he moved onto a second box. This one was filled with a series of awards that he had won through various science fairs and competitions. “Not exactly something I want to be hearing from one of Earth’s Mightiest Heroes,” he smirked idly as he pulled the small trophies out, one by one and set them aside.

 

“Yeah, how are you paying for this again?” she smiled as she slipped around him. “Last I heard, you don’t have a real job to pay for anything, Mr. High-and-Mighty.”

 

“Half a percent of total earnings still pays well,” Peter replied coyly as he removed the empty box from the table. “Six and a half grand in the last three months. Enough for this place,” he continued, looking around the modest apartment. It was not the largest one he had looked at, but it seemed to be very practical. There was a modestly-sized kitchen that led into a slightly larger living room. A long hallway shot off from the living room, with four doors in it. The first door led to the laundry room. The second led to the bathroom. The third led to the only bedroom, which contained a king-sized mattress, a small closet, and a dresser that he had brought from his Aunt and Uncle’s house. He was on the top floor of the building, which suited him just fine. He knew that he would have no trouble sneaking inside in the dead of the night, through the fire escape. “Not much, but it’ll do for now.”

 

“To be used as a babe magnet, right?” Jubilee chimed in as she ran her fingers over the table. “After you score at the local clubs and stuff?”

 

“Me?” He replied with a chuckle, “Score at a club? _Clearly_ you haven’t known me for very long.” As he said this, the petite Avenger began to run her hands over a picture of Peter and his Uncle. Her touch was ginger and gentle, treating the glass frame with respect. “I’ve got about as much of a chance of getting lucky at a club as Stars-and-Stripes does developing a brand new smartphone model.” He continued, as a smile crossed her face. Not a warm smile, but a longing one that was trying to feign happiness.

 

“Come on, surely your ol’ man taught you some tips and tricks,” Jubilee chuckled as she continued to stare at the picture with a longing gaze. ‘How to get all the ladies. Where the best hookers hang out and all that.”

 

“My Uncle,” Peter clarified with a shrug as he moved onto yet another box. “And he actually specifically forbade me from going to certain areas around the city. Being the adopted son of a cop does have its disadvantages,” Peter remarked with a shake of his head.

 

“Sounds like a dream come true,” Jubilee replied stiffly. “Best I had was a couple of Nuns telling me off at every corner,” she said as she ran a hand through her hair. “and after….well…. _puberty,”_ she said, stressing the last word intensely and letting him know that there was a deeper meaning. He was smart enough to know exactly what she was talking about, fortunately. “I had a handler who restricted my movements to a one-mile radius, centred around a mall.”

 

“Handler?” Peter asked, very surprised by her choice of words.

 

“Well he sure as hell wasn’t a parent,” she said simply with a sigh. “But he took care of me. Fed me…. Or at least gave me enough money to get food myself. And kept me well-dressed,” she shrugged as her eyes continued to bore deeper and deeper into the picture. “In exchange for showing off to the locals.”

 

“Lemmie guess,” Peter said, as he resisted the urge to crush the nearest object he could grab. “While he picked wallets?”

 

“And Watches. And Phones. And Jewellery.” Jubilee half-snapped, as a tear began to roll down the side of her cheek. “He had a cadre of other girls too. A little older than me,” she choked as Peter dropped the box he was holding, having something in his back brain tell him that his hands and arms would be needed very soon. “He…he would have them put on _other_ kinds of shows,” she clarified, as her voice shook more violently. The hair stood up on the back of his neck, like his body was telling him something was wrong. But, to his eyes, nothing seemed out of place. “He….said that he would use _me_ like….” As she spoke, the entire floor shook suddenly. The few shelves he had managed to put up jostled slightly. Glasses chinked together. “…tha _shit!”_ she said, as the shaking continued, and they both tried to catch themselves.

 

Peter managed to stay relatively upright, thanks to his decent footing. But Jubilee’s balance had been centered on the table, and she was forced off-centre. Luckily, he managed to catch her before she could hit her head off of anything.

 

“Thanks…” Jubilee muttered, as the shaking stopped, “Earthquake?” she asked, slowly.

 

“A little one,” Peter replied, as he looked down at the picture frame that was still in her hands. The glass frame had split into five pieces. But the picture itself remained undamaged. “Nothing to really worry about,” he shrugged as he took the ruined frame from her delicate hands and placed it on the table.

“Sorry about the-” she began to say.

 

“No need,” Peter replied quickly, and with a smile. “I’ve got more frames. Plus, it’s not like it was expensive or anything,” he shrugged as he gave her a knowing wink.

 

xxxx

 

“Did you _feel_ that?” Flash asked his supervising officer, who he only knew as ‘Blink’, during the midst of a training exercise. He was supposed to be running through an obstacle course designed to increase his agility, balance and reaction time. The latter two of which he was still having mild difficulty with, thanks to his greater bulk and girth. As it was, he had difficulty mastering medium-difficulty courses that the other trainees frequented. Other, strength-based courses and challenges he had no trouble with.

 

Over the past few months, he had managed to lift over one thousand pounds. Unheard of for anybody in the organization.

 

“Yeah, I heard it,” Blink snapped back, in her usual in-charge tone of voice. “It was a bomb. Or a nearby tank. Or a mortar shell, Thompson, keep your head in the game!” She said briskly, as Flash did his absolute best to cross the tall balance beam. Before his transformation, he would have had moderate difficulty with such a task. Now, he loathed it, but could still cross without flinching.

 

The remainder of the course consisted of a wall with several spikes, a maze of ropes that one had to navigate, and a metal beam that had to be crossed. All of which the eight-foot tall behemoth was confident in accomplishing. He had a burning desire to beat the best time on the course. Not only because of his personal ego, but to prove himself to the other, new Agents who had swelled in from across the globe in the past few months. They had mocked him. Insulted him. Isolated him.

 

Ironically, they had done to him what he had done to others.

 

And he wanted to change that, to give himself some dignity in their eyes. He was now a part of a specialized task-force that Phil Coulson had commissioned. They were comprised of only four members at the moment. Of which three stayed on the base. There was Agent Blake, who had worked tirelessly to master the powers and abilities of the ‘magic’ hammer that he had been granted. Then there was Agent Blink, their second-in-command. And the final member of their team was none other than Captain America himself.

 

Flash hadn’t met the Captain many times, aside from when the team had been fully commissioned, and when he had first been brought into the facility for the first time. All he understood about the man was that he was spending most of his time off the base, with ‘The Avengers’. Yet another group of people that Flashed hoped to work with one day.

 

“Good time, Thompson,” Blink said as he exited the course. “Good time. Three seconds better than last time. Would have been four if you hadn’t stopped to register the quake,” she continued, as she indicated that he follow her across the yard. On all sides, Agents where brushing up on their skills. Some engaged in hand-to-hand combat drills against one another. Some fired their weapons at moving targets. Others still worked on machines, diffusing mock bombs and trying to discern the issues with ‘mock-up’ faulty equipment.

 

“Still not the best time?” he asked, more as a joke than anything.

 

“Not even _your_ best time,” she replied briskly as she waved him forward. “Coulson and Rogers want us in the war-room on the double.”

 

“Wait,” Flash said, not entirely believing her. “Cap’s here? On-site?”

 

“Yes,” Blink replied quickly as they neared the doors to the showers. “He arrived an hour ago. And we’re wanted for a mission, apparently.”

 

“Any idea what it is?” he asked with a slight shrug, as he walked towards his locker, which was located in the back of the showers. Blink remained at the door, giving him some privacy as he changed into something more presentable.

 

“No,” she said stiffly, as he pulled on a fresh pair of specially-issued pants. “I don’t. But since they’ve called us in, we should expect powers to be in play.”  

 

xxx

 

“ _Finally,_ ” Carol said as she slumped down on the lap of her semi-secret boyfriend, Kurt Wagner. According to her father, she wasn’t allowed to actually ‘date’ anyone until he was brought over for supper. And given how the three of them had such hectic schedules, that was a near-impossibility.

 

And on top of that, her father had _specifically_ told both Janet Stark and Peter Parker to watch out for any ‘funny’ business. Janet was fine about it, most of the time. So long as they didn’t do anything too risqué. Pecks on the cheeks and mild flirting were okay in her books. But with _Peter_ everything was by-the-book. The best they could do was hold hands if he was watching. She guessed that this was because of the respect he held for her dad, which was not surprising, when she thought about it. Still annoying, however. “Some alone time,” she sighed.

 

“I’ve been looking forward to this,” Kurt replied with a shrug, as he toyed with a strand of her hair.

 

“Me too,” Carol smirked, as she cupped his hand in hers, and kissed it. “I have _you_ all to myself,” she continued as she traced her fingers over the back of his palm. “No work. No Dad. No Sis. No Parker,” she said as she laid her head back down in his lap. “If it wasn’t for the Witch, we could have had the whole base to ourselves.”

 

“Unless Peter and Jubilee showed up,” Kurt replied as he flipped a page in his book. “Then, you know, things today would be ruined,” he finished with a slight shake of his head.

 

“Something tells me he’ll have other things on his mind,” Carol grinned as she stroked Kurt’s cheek slightly. “Other, more important things,” she clarified.

 

“Other, more _Wondra-_ full things?” Kurt grinned.

 

“That was a bad pun,” Carol chuckled as she relaxed herself.

 

“Aye,” Kurt replied, as he set down the book he had been reading. Currently, the two of them were in one of Janet’s houses, which Kurt usually resided in. It was relatively large, and secluded from view. Which made it perfect for him to walk around in his ‘blue’ form. “Nice to get away from things for a while,” he shrugged, just before the ground shook slightly. They both paused and looked around until the shaking stopped. “Richter-2 scale I’d guess,” Kurt shrugged as he leaned back in the couch cushions.

 

“ _Nerd,”_ Carol replied, as she gave him a playful punch in the arm. “Total Nerd,” she elaborated with a wry smile.

 

“Ouch!” Kurt quipped jokingly, as he rubbed his arm sarcastically. “That really hurt! You hurt me! Abuse! Abuse!” He chuckled as he returned the blow. Despite the fact that she was able to tank hits much harder than what he could dish out on his best day, Carol knew that he was holding back severely. He was trying to be a gentleman, and she loved than in him.

 

“Come here,” she smiled, as she latched onto his shoulders and pulled the blue-furred mutant into a deep, passionate kiss. One which he returned in kind, sliding his hands up and down her back. Sensual, but nothing too heavy. Their embrace lasted a good few seconds, as they changed positions again and again. He would stroke her hair. She would run her fingers over his back.

 

Eventually, she pulled him down onto the floor as they broke their embrace. They tussled with one another briefly, Carol making sure to let him win a little bit as usual. They rolled on the carpet together, squealing with absolute delight as they each tried to one-up the other. She ran her fingers over his ribs, causing him to shudder slightly. But his reaction paled in comparison to hers, as she felt his prehensile tail snake its way along the inside of her leg. Her muscles clenched in reflex, though not out of discomfort.

 

xxx

“We’ve got intel that another weapon, similar to the one that Agent Blake is holding,” Steve said as he waved his hand towards the interactive map on the wall. The map was one of the few technological wonders he had mastered in the time since he had arrived in the present. To him, it was the perfect extension of what a map should be. “According to my source,” he continued as he turned to face the three Agents, as well as Coulson. “It is located in Cairo, Egypt,” he said, gaining a series of nods in response.

 

“The source?” Coulson asked, with a raised eyebrow.

 

“The one we’ve discussed,” Steve replied honestly.

 

“Is this intel accurate?” Agent Blake asked, as he stepped forward. Since the incident with the hammer, he had been working tirelessly to hone his skills with the weapon. He still wore the armour he had received during the transformation, though he had upgraded it with several modern technologies in order to comply with regulations. The aforementioned hammer hung at his side, as he crossed his arms. “I’d hate to go in completely blind, sir.”

 

“The intelligence is as accurate as possible,” Steve replied quickly, as he waved the Agent down. He really didn’t have time to discuss the necessities of mission-planning. They were on a tight schedule, and couldn’t afford many delays. He knew that if the scythe Marie’s contacts had found was even a tenth as powerful as Blake’s hammer, aptly named ‘ _Mjolnir’_ , then pretty much everybody who was somebody would try and get their hands on it. They had to be the first ones, there was no question about that. “given our time-frame, Agent. It was only discovered yesterday,” he elaborated intently, as Coulson shuffled his feet nervously.

 

Steve cast a second look around the room, assessing his team on their first condoned mission together. He saw the steely expression in Blink’s eyes. She was a soldier, and was more than prepared to do anything and everything he ordered, despite her downright _refusal_ to refer to him as ‘Captain America’. He understood and accepted that as a fact, and moved on to Agent Eugene Thompson. The man was untested in the field, and was far from an exemplary Agent in the fields of espionage and stealth. But he more than made up with those faults with his impenetrable, rock-like skin, and extreme strength capabilities. The man would be very useful if push came to shove. The final piece of the puzzle was Blake. As with Thompson, Blake’s power set would come in very handy on the mission. And on top of that, he was an experienced Agent. A perfect combination, in Steve’s mind.

 

“The Captain is right,” Coulson shrugged as he stepped forward, and waved towards the map. “I’ve got some contacts who can confirm the blanks of the map. Local warlords have been spotted moving in from all directions,” the balding man continued as several images appeared on the screen. They showed large fleets of trucks travelling in convoys across the desert. Each vehicle bristled with R.P.G’s and machine guns, enough manoeuverability and firepower to overwhelm a sizeable military force from back in the day. “There’s supposedly a large sum of money ready for whoever can retrieve the scythe,” Coulson said as a frown stretched across his face. “Several billion, in fact,” he finished.

 

“That kind of money isn’t easy to gather without being noticed,” Blink said with a nod, as she pointed towards the screen.

 

“Which is why we think it’s either North Korea,” Coulson agreed calmly, “or Latveria. Both are powers we need to be worried about,” he concluded with a subtle nod. “You’ve all got ten minutes before the Quinjet departs. Be ready,” he finished as he winked the screen off, and started out of the room. Steve followed him, nodding to his teammates as he did so. He had a feeling that Coulson wanted to talk to him in private, so he followed the man around a corner.

 

“Sir?” Steve asked, once they were alone.

 

“I’m concerned, Captain,” Coulson sighed, as he ran his right hand over his chin. “This turn of events is troubling enough,” he said as his eyes narrowed slightly. “But the fact that we weren’t able to discover it on our own is even more worrying. Our intelligence is usually so much more accurate,” he sighed, as Steve searched for a way to comfort the man.

 

“It was a recent find,” Steve replied honestly. “Sir, it appears as though the other parties knew about it after Mar-”

 

“And that’s my second concern,” Coulson continued, interrupting Steve as he did so. “That woman has all the cards in her hand. She’s been playing both sides of the game for a long time. And we _still_ don’t know her motivation. We don’t even know if that’s her real name,” his commanding officer finished knowingly.

 

“You don’t trust her?” Steve asked, slightly surprised. He knew that the Black Cat was not always entirely honest with him, or anyone. But he also knew that everybody had their reasons to keep their secrets. And that her reasons where very iron-clad.

 

“No, Captain,” Coulson replied simply. “I don’t trust her. Yes, she’s given us some valuable intel. But she could also ruin us with the right blow.”

 

“I don’t think she would,” Steve said stiffly.

 

“I know you don’t, Captain,” Coulson chuckled slightly. “But, have you ever stopped to think that maybe you only trust her because she wants you to?”

 

xxx

 

“So, I’m still not very clear on the whole ‘power classification thing,” Peter asked as he set down the newspaper he was holding. The headline of the paper was a story detailing ‘The Avengers’ rise to fame. The cover photo was of them all, on their very first ‘official’ outing as a team, which was little more than a press conference. Across the table, Jubilee fought back a smile, as he crossed his hands over one another. “I mean, who decides what makes a cool mutant power?”

 

“It’s not about coolness,” Jubilee replied as she toyed with the pink stripe in her otherwise midnight-black hair. “It has more to do with the amount of control and effects that are produced,” she continued lightheartedly as she leaned forward, resting her elbows on the table as she did so. The two of them had decided to take a much-needed break from unpacking his apartment, and enjoy a nice conversation with one another. “There are three basic classifications,” she chimed, “Alpha. Beta. Gamma. Gamma’s are the kind you hear about most,” she continued “They’re the ones with both _physical_ and _meta-physical_ capabilities. Like Nightcrawler,” she joked.

 

“So the ones with fur, extra limbs and such?” Peter asked, trying to make sure he understood what she was saying.

 

“Exactly,” Jubilee smirked as she leaned her head back, and her grin grew across her face. A grin which he was happy to see, given how moody she had been when they had been on the subject of her own past. “Gamma’s, unfortunately, have the highest rate of being targets, though. Given…”

 

“How easy they are to spot?” Peter replied.

 

“Yeah,” she said as she shook her head. “Yeah. Anyways,” she continued, “Beta’s are next. They’re the middle of the crowd. They usually either get the kind of powers that can’t be controlled. But they still look normal,” the Avenger continued knowingly. “Carol would be a good example. She can’t exactly turn all her powers on or off. She just doesn’t fly or use her strength all the time,” Jubilee finished as she placed her hands on the table, not far from where his lay. “Then come the Alphas. The elite of Mutant-kind. They’re the ones with all the cool powers.”

 

“So obviously that’s where you belong,” Peter blurted, speaking before he could think.

 

“ _Ha!_ I wish!” Jubilee chimed musically, as she threw her head back in laughter. “No, no I’m what’s referred to as an Alpha-Beta. Plenty of control over what I can do. Just not that awesome, according to the papers.” She said, as she indicated towards the newspaper he had discarded.

 

“The same paper that calls you a ‘wallflower’,” Peter replied rapidly, “and ‘just a pretty face. Nothing more’. That kinda bullshit,” he finished, with a small wink.

 

“I don’t have a pretty face?” Jubilee shot back with a grin, as her hands edged closer to his.

 

“I didn’t say that,” Peter stuttered slightly.

 

“So I have an _ugly_ face?” she grinned.

 

“I didn’t say that either,” he stuttered again, as he shook his head, trying to clear his thoughts enough to speak properly. “I’m saying that you’ve got a pretty amazing gift.”

 

“I shoot rainbows out of my hands and make other things go boom,” Jubilee chuckled as her hand brushed up against his. He wasn’t sure whether or not the contact was intentional. “Not exactly earth-shattering stuff.”

 

“You can subconsciously manipulate the electromagnetic spectrum to create rays of multi-coloured light,” Peter replied as he took her hand in his, and ran the tip of his thumb over her open palm. The slight touch earned a giggle from her end, as he continued with, “and you are able to direct said rays of light through the palm of your hand. In addition,” he continued as he looked his fellow Avenger dead in the eyes. “You also possess the ability to create a buildup of explosive energy inside of everyday objects. I’d call that ‘Earth-Shattering’,” he finished with a smile. A smile which the Asian Mutant returned with a passion.

 

“You know how to sweet-talk,” she chuckled musically as she leaned inwards. “Don’t you, Mr. Parker?” She said as two bodies entered the room, one after the other.

 

“He gets that from his Uncle,” George Stacey said as he entered the room, followed closely by Gwen. Of course, Peter’s body nearly failed him as the three guests stared at one another for a brief few seconds. Peter racked his brain, trying to remember if he had invited Gwen and her Father over. He came to the conclusion that he hadn’t, and this was simply a disastrous situation waiting to happen. George was more than aware of his status as an Avenger, of course. Given how he had originally helped remove and alter their faces from media photographs. But it was still an uncomfortable position for him to be in. “Sorry to gate-crash a two-person party,” the older man continued, as he indicated to the bags in his arms, as well as those that Gwen carried.

 

“…but we thought you could use some basic supplies,” Gwen continued for him, as her eyes trailed from Peter, down his arm and towards the two intertwined hands. “Toilet Paper, Cutlery, Plates. Though I see you’re making excellent use of the coffee mugs, Pete,” she winked as she set her load down on the counter and smiled. He felt like his head was about to spin off is shoulders out of sheer embarrassment.

 

“I didn’t know you were having company…” Jubilee said nervously, as she started to stand up.

 

“Neither did he,” Gwen replied simply. “Just thought it’d be a good idea to drop in unannounced. Could have been worse though,” his best friend continued as she cast a glance towards her Father, who nodded in agreement. “I mean imagine what it woulda been like if your Aunt had shown up.”

 

“Don’t even joke about that,” Peter replied sternly.

 

“But it’s fun,” Gwen replied with a smirk, as she leaned to the side, in order to face the red-cheeked Jubilee. “Let me guess. You met this _loser_ while working at the Ford Factory downtown?” she asked with a straight face, as she waited for a response.

 

“I….yes,” Jubilee replied, lying through her teeth in an obvious attempt to keep a secret that wasn’t a secret. “Yeah, that’s where we met.”

 

“Solid story,” Gwen nodded.

 

“But it’s not true,” her father added in, “given how he doesn’t _work_ at a factory.” He continued as he began to unpack the bags he had brought with him. “You don’t become a Police Captain without knowing when people are lying to you, young lady. So don’t bother,” he said as he continued to set things aside, “You’re a _Mutant,_ correct?”

 

“Is that a _problem?”_ Jubilee shot back, somewhat aggressively.

 

“No,” George replied calmly, as he set his hands down on the counter. “But that fact, combined with the lie you just told,” the Police Captain continued calmly, “makes me _one-hundred percent_ certain that you’re the Avenger known as Wondra. Peter,” his late Uncle’s partner said quickly, “if I’m wrong, I’m sorry.”

 

“What makes you think I’m Wondra?” Jubilee half-cracked, “Warbird’s a Mutant, remember? Maybe I’m-?”

 

“Carol’s my sister,” Gwen replied with a shrug and a smile. “She’s semi-not-totally-dating Nightcrawler. My old man,” the blonde smirked as she jerked her head towards her Father. “Has been getting all nice and cozy with the Wasp for almost a year. So we’re pretty sure you’re part of his new social circle. Am I right?” She finished with a flare of her hips. Jubilee gave Peter a somewhat apprehensive look, and he nodded, knowing there was no chance of covering things up with Gwen involved. If he tried to lie, she would see right through him.

 

“Yeah,” Jubilee said with a shake of her head, “yeah. What gave me away?”

 

xxx

“Pretty quiet up here,” Jean sighed as she stared into the console’s screen. She was in the middle of a conversation with Logan, who was back at the school. As far as she knew, she was the only person in the building, aside from the Sorceress Lorelei, who was residing on the roof at the moment. She preferred the seclusion, however. To a certain degree, at least. Most of the Avengers were nice enough, and she got along with them all, to varying degrees. “How about back home?” she asked.

 

“Meh,” Logan grunted gruffly. “Couple o’ students are missin’ ya.”

 

“Just students?” Jean asked with small grin.

 

“Well Warren’s taken over your classes,” Logan replied with a shrug. “Think he wants you to come back more than anyone right now. Quire’s giving him a headache.” The Canadian Mutant continued as he rubbed his chin, “he ‘convinced’ Warren to give him straight A+’s in everything. Chuck’s sorting him out,” Logan finished with a sigh.

 

“You know that won’t stop him for long,” Jean replied with a huff, remembering just how much of a handful some of the students could be at times. And that Quentin Quire was one of the worst in recent memory. “How’s the Professor doing?” she asked simply.

 

“he’s been travelling a lot recently,” Logan said as he scratched his chin. “Up and down the country. Thing is,” Logan continued with a raised eyebrow, “he’s not bringin’ anyone with him. And he’s not bringing any students back with him, like he usually does. Its weird.”

 

“That does sound weird,” Jean shrugged as she searched for a possible solution. “Maybe he’s looking for some new financial support. Anyway,” the red-headed telepath said as she searched for a new topic to discuss with her fellow Mutant. “How’s your Daughter doing? She still coping well?” The last time she had seen the young girl, Laura had not been fitting in very well. But that was to be expected, and that could have changed in the last month and a half since she had been back at the school.

 

“No,” Logan said flatly. “She’s not doing well. Academically, she’s skyrocketed but…” his voice trailed off slightly as he searched for the right words. “Somethin’s not right with her, I can see that. But she won’t tell anyone what it is,” Logan finished with a grunt as he looked off-screen.

 

“She needs someone she’s comfortable around to talk too,” Jean reasoned to herself.

 

“Exactly,” Logan replied, “any chance you can get sparky on the line?”

 

“Jubilee’s out at the moment,” Jean said with a small grin, knowing that knowledge would tick him off greatly. He didn’t like anyone getting close to his star pupil without knowing them first. “I’m not sure when she’ll be back, to be honest, Logan.”

 

“Please tell me that she’s taking the Captain on a shopping spree, or somethin’” Logan grunted intently.

 

“Then I’d be lying to you,” Jean smirked as she wiped a strand of hair out of her face. “Relax, Logan,” she continued as she saw his features tighten up. “She’s a good judge of character. And so am I,” she finished, putting emphasis on the last word in order to drive her point home.

 

xxx

“Oh my _god,_ Kurt!” Carol squealed with delight as he ran his hands up and down her body tickling her with a smug grin on his face. “Stop!” she begged.

 

“But it’s fun!” he chuckled, as he brushed underneath her armpits. The fur on his body sent shivers down her spine. Shivers which she thoroughly enjoyed. “And you like it!” he whispered into her ear as she trembled with utter delight.

 

“St…tt….oo..oo…ppp!” Carol moaned as she arched her back, reeling with pleasure. Kurt’s hands were becoming more and more aggressive in their actions. They travelled to her more sensitive areas, inch by inch. Soon enough, his hands were trailing across her breasts gingerly. She knew that she should stop him, but didn’t. Instead, she simply let out a low moan.

 

“See, I told you you’d like it,” Kurt whispered as he slipped another hand around her back. His tail, on the other hand, snaked itself up and down her inner thigh.

 

“Not as much as you’re going to,” Carol whispered back as she flipped both their bodies over onto the floor. Now, she was straddling his chest. Her knees pinned his arms in place as she began to run her hands over his body. A rush of heat filled her form as she leaned down and planted a throaty kiss on his lips. Their tongues intertwined briefly, as Kurt returned the gesture.

 

“Mmph,” Kurt agreed through muffled lips, as he toyed with her silky golden hair. Carol simply smiled as she watched him, wondering just how far she should let things go. She wasn’t entirely sure she was ready for sex just yet. And she definitely didn’t want to put him in a position that would make him feel uncomfortable. But she was also enjoying herself too much to want to stop outright. “Yeah, I think you’re right,” Kurt smiled as soon as they parted lips. “I-,” he said, only being cut off by the _Ding-Dong_ of the doorbell. Quickly, they both righted themselves, hoping that it wasn’t Janet waiting for them at the door. Or even worse, her father. Kurt answered the door, only after turning on his image enhancer in order to appear ‘normal.’

 

“Kurt Wagner?” A young, female voice asked as soon as he opened the door.

 

“Yes?” Kurt replied, somewhat sheepishly as Carol waited for him, just out of view.

 

“Miss Stark’s personal assistant, correct?” the woman asked.

 

“That’s right,” Kurt replied, “who may I ask is calli-?” _Crack!_ Kurt’s body went flying down the hallway. He tumbled into the kitchen, and Carol didn’t need to see him to know that he would need medical attention. The problem was, who, or what, had hit him was still in the vicinity. And she knew that it would need to be removed in order to get him the help he needed.

 

“Compliments of Wilson Fisk,” The young woman replied, as Carol darted around the corner, and collided straight into the woman’s back. Together, they tumbled onto the stone path that led up to the house, and Carol got a good look at Carol’s assailant. The woman was much younger than she had expected, easily a year younger than Carol was. Which made the situation all the more strange, as Carol knew the amount of force it would have taken to send Kurt flying like she had. Wanting to end the fight quickly, Warbird threw a mighty punch, which could shatter concrete.

 

To her surprise, however, the girl caught the punch, though with great visible effort.

“Who the fuck do you think you are?” The girl asked with a snort, as she struck Carol in the stomach. The blow didn’t hurt at all, and only served to infuriate the Avenger even more.

 

“His _girlfriend!”_ Carol bellowed viciously as she returned the favour. However, her fist felt like it was hitting a steel plate. Her opponent recoiled slightly from the blow, but not much. Carol’s hand throbbed unexpectedly, however. That further complicated the situation at hand.

 

“Hm….” A Mutant as well?” the assailant asked, as she looked over her shoulder, towards a poorly-dressed man, who looked away from them both. Not that Carol really noticed. She took the opportunity to cock back her arm, and deliver a proper power-strike to the girl’s gut, sending her flying backwards and making a large gash in the dirt with her body. “Strength, nice,” the girl cackled as she rose out of the trench she had made with her body. “I’ve been waiting a long time to test myself.”

 

Carol simply screamed with fury, wondering how the girl could be thinking of that as a _game._ For all she knew, Kurt could be bleeding out as they traded blows. She had to end the fight quickly, and leaped into the air, ready to deliver a knockout blow to the girl’s head. As she lurched forward, the Girl did the unexpected, and flew upwards under her own power. Golden light surrounded her, an exact duplication of Carol’s own powers.

 

“Flight. Now _this_ is interesting,” the girl smirked as they both flew forwards, aiming to knock the other out of the sky with a power-strike. Their blows met, and bounced off one another in midair. They struck again and again. Carol hitting the girl with fury, while the girl struck with glee. Their brawl carried out farther than Carol would have liked, as they traveled several blocks with every blow struck. She felt her ribs break under the force of a particularly powerful strike, and she knew that her opponent’s left arm was not operating properly, thanks to a derisive strike Carol had landed on her shoulder.

 

With a two-handed blow, Carol was able to send the girl down to the street-level, making a crater as she did so. Not wanting to give up her opportunity, The Avenger shot downwards, only to be intercepted by a powerful uppercut that sent her careening into the side of a nearby parked car. The vehicle was destroyed entirely, but Carol shrugged the blow off just in time to react to the Girl’s follow-up strike. She caught her arms as they descended downwards, and barely managed to hold them in place.

 

“I’m gonna make you _pay_ bitch,” Carol grunted as she tried to push back.

 

“I don’t think so,” the girl laughed, as she looked her straight in the eyes. “I think I’m gonna enjoy this. Then,” she continued mercilessly, “maybe I’ll go enjoy your boyfriend, hmm?” she smiled wickedly, as Carol re-doubled her efforts against the girl. Again though, she struggled in vain. She might as well have been pushing against a freight train.


	14. Fluttering of Wings

The 107th Infantry’s Globemaster Jet was something else. Completely state-of-the art, and sporting numerous cutting-edge technologies. Retro-reflective panels, auto-targeting turrets, energy shielding. Everything that was considered completely preposterous a few years back, was now a reality. The jet could travel around the world in the space of a few hours, easily half the time it took a commercial jet to do the same. And what was even more impressive was the fact that that it possessed a wonderful amount of fuel efficiency. The fumes that were produced from the engine were converted back into a veritable source of energy, which could power the jet for a few hours. The jet was as close to perfection as humanly possible.

 

On the inside, everything about the jet was designed for practicality. Weapons, and smaller pieces of equipment where stored in the compartments above their heads, for easy access. Every seat had access to a small data-pad which could be used for mission-planning and briefings. Large cargo, which in their case meant two vehicles, sat in the very centre of the aircraft. A jeep outfitted for desert transport, and a truck with a large bed in the back. The large bed was necessary for Flash Thompson, given his larger-than normal bulk. The same bulk which forced him to sit on the floor of the jet, because the seats could not accommodate his size or weight.

 

“When we reach our target zone,” Captain Rogers barked from where he sat against the wall of the jet, securely strapped in. “We’ll lower the ramp. Blink,” he said, as he turned to the pink-haired, pink-skinned Agent to his left. “I want you to stealth us in. Can you do that?” he asked seriously, as all eyes turned towards her.

 

“I can,” she nodded in agreement, before lowering her chin and assessing the situation. “But I’ll have to be in the truck. And not driving,” she clarified as she looked over her shoulder, seemingly to double-check the straps on her shoulder, which secured a six-inch combat dagger to her uniform. On her hip, on the opposite side of her body, there was a holster for a standard-issue firearm, which she had modified to include a silencer and a prototype laser sight. It almost alarmed him how at-home she looked when poised for a deadly mission. Years of war had forged her into a deadly weapon, but also had deprived her of something that was precious. “I have to concentrate,” she clarified, earning a series of nods as she spoke.

 

“Fine,” Steve said directly. “Blake, you take the jeep first. Thompson, you stay in the back of the truck. I’ll drive,” he continued as he looked around the cockpit of the plane. “We’ll drive out while still in the air. I don’t want us too exposed for long,” he explained as he checked their map. There wasn’t much farther for them to go until they were in the area that the scythe was reported to be in. Unfortunately, he had received news that a local militia was not far from the area, and heading towards them with all haste. “Stow your gear and prepare for a quick exit!” he finished, as he stood up and made his way towards the truck. He made sure to grab as much gear and ammo as he thought they would need, and placed it in the back of the vehicle, along with Agent Thompson.

 

xxx

Scott Lang couldn’t quite believe the situation he was in at the moment.

 

Six months of absolute hell.

 

That was what he had experienced. Six months of not knowing if he was going to live to see the end of the day. Six months of not knowing if he was ever going to see his daughter again. It was absolute torture, the knowledge of what he had done in the service of the Kingpin of Crime. Every night, he thought about killing himself. Ending everything so that he wouldn’t feel any more pain. He could do it rather easily, too. All he would have to do was inhale a can of Raid. Or light himself on fire. A gunshot wouldn’t do, he knew that after a man he had robbed took a few shots at him. The bullets had penetrated his stomach and shoulder, but his ‘gifts’ had sealed the holes rather quickly.

 

Thanks to the Terrigen Crystals, he possessed the ability to transform himself into a colony of Ants. While in Ant-Form, he felt his consciousness split itself into a thousand shards, each giving him a fraction of its senses. That had taken some getting used too, definitely. But he had managed to get through it all, and was very close to mastering the ability.

 

His six-year old daughter, Cassie, thought he should join the Avengers and be a professional superhero.

 

_“You could be Ant-Man, Daddy! That would be so cool!”_

 

Wilson Fisk thought he should put his talents to work for the most dangerous man in the city.

 

_“You could be rich, Mr. Lang. Very rich and very powerful.”_

 

Scott was ashamed to say that he had disappointed them both. And that was how he had wound up dragging a near-comatose Mutant into the getaway car he had parked on the curb.

 

“A simple job,” Scott swore as he hauled the man they were supposed to be ‘roughing up’ into the car. He wasn’t an idiot, he knew who they had just attacked, in broad daylight. Kurt Wagner was his name, personal assistant to one Janet Stark. That was what the file Mr. Fisk had given the two of them said. What it didn’t tell him was that Kurt Wagner was also the Avenger known as Nightcrawler. And while he was certainly one of the Avengers weak links, his girlfriend, who Scott guessed was _Warbird,_ was not.

 

He could still hear the sounds of the latter fighting with ‘Anna’, the young woman he had been assigned to work with. Their blows shook the ground with tremendous force. Sirens could be heard in the distance, wailing as police, fire and ambulance approached the scene of the melee. All the more reason for Scott to get out of there as soon as possible, and try and make the best out of a dark situation. He would take him to Wilson Fisk, and pray that would improve his standing with the man somewhat.

 

“ _Unngg…”_ The Mutant groaned as Scott gingerly placed him in the back of the getaway vehicle.

 

“Sorry, buddy,” Scott muttered as he pondered whether or not he should wait for the girl to return. On one hand, she seemed to have a connection with Fisk. And he could get in a lot of trouble if he didn’t come back with her. On the other hand, she was drawing a lot of attention to herself, and had completely ignored the plan. She had put everything at risk for pure entertainment. The girl was a sociopath, there was absolutely no doubt about that in his mind. “Nothing personal,” Scott finished with a huff, as he decided that it wasn’t worth risking his life for her. She would have to fend for herself.

 

xxx

 

“Yeah well if you _really_ want to push his buttons,” Gwen chuckled as she threw her head back. “And send shivers down his spine, whisper into his ear. Lower pitches are best,” she said to Peter’s new superhero friend, who had introduced herself as Jubilation Lee. Gwen had studied the girl in depth, as she believed was her right. She had a bob of black hair, which was shorter in the back and longer in the front, with her bangs reaching down to her chin. She had a single stripe of pink hair running down her left side. Based on how she moved around, Gwen determined that she had a great sense of balance, which told her that she was an athlete. As did the way she lifted boxes with absolute ease.

 

Personality-wise, she seemed to be rather bubbly. Definitely not a bad trait. She cracked jokes left and right, and possessed an interesting repertoire with Peter. Something they both seemed to enjoy rather thoroughly. It easily could match the conversations Gwen had with Peter on a regular basis. Which was another good thing, in her mind.

 

“You mean when he clenches up?” Jubilee replied with a chime. “Yeah, I’ve nearly gotten him to drop a few mugs that way. It’s funny as hell. I-” she continued, as Peter entered the room, with a slightly worried look on his face. “What?” she asked.

 

“We’ve gotta get downtown,” Peter snapped hurriedly.

 

“What’s the rush?” Gwen replied with a hearty chuckle, “eager to get some alone time with-”

 

“Your sister’s downtown,” Peter clarified rapidly. “And she’s tearing up Times Square with another Meta.”

 

“Who’d be _stupid_ enough to go toe-to-toe with her?” Jubilee asked, in a slight state of shock. Gwen agreed wholeheartedly with her question. Based on what she had read in the newspapers and seen on the T.V, Carol was _extremely_ strong. Many media sources identified her as the physically strongest Avenger. “I mean _really?_ ” she said as the two of them bolted for the door, leaving Gwen alone in the apartment.

xxx

She was in _way_ over her head, there was no denying that. When the bitch had attacked Kurt, the first and only thing running through her mind was the thought of revenge. Hurting this girl as much as she possibly could with her own two bare hands. She had thought that she would revel in her pain. But she was proven to be very, very wrong. Instead of an easy beat-down in her favour, Carol Danvers was experiencing a long war of attrition, which she suspected she was going to lose, in the end. Every time she struck her opponent, she grew a little weaker, and the girl shrugged it off as if it were nothing a few seconds later.

 

“ _Huu-cckk!”_ Carol gasped as she was thrown into the pavement. She formed a very large dent with her body, and knew she had hit at least one vehicle. Sirens and screams filled her ears as she got to her feet. The girl hovered above her, with a wicked smile on her face. She was enjoying things way too much. And Carol was _determined_ to knock the smile off her face as hard as she could. With a roar, she grabbed the nearest object she could get her hands on, which was a metal stop sign. _It’ll do,_ she thought as she leaped up into the air and swung the sign with as much force as she could manage.

 

The sign sliced through the air like a baseball bat, and struck the girl with tremendous force. The metal pole warped upon impact, and Carol’s opponent went flying backwards into the wall of a building. She was down, but wouldn’t be out for long. Carol’s mind raced as she thought of ways to subdue the girl, but none of them seemed to be very likely to work. Before the Avenger could come up with a reasonable solution, the girl raced out of the hole she had made with her body, and made a grab for Carol’s wrists.

 

Carol, however, wasn’t so stupid that she would allow that to happen. She brought her knee up with perfect timing and slammed it into the charging woman’s jaw. Below her, a gathering crowd let out a mighty cheer, even as they were escorted back by worried police officers. Gathering herself, Carol raced forward, pressing her advantage. She delivered two powerful blows to the woman’s stomach, and another to her shoulder.

 

The girl was quick to respond, however, and caught Carol on the side of the head. That blow hit harder than any before. Carol was instantly dazed by its force and became disoriented and shook her head in confusion. This gave her opponent plenty of time to deliver a finishing blow to her skull, which sent Carol flying down to the ground.

 

“I’ve gotta say,” The girl chuckled as she landed next to Carol, who tried to rise off the ground. “When I took this job,” she continued as she delivered a powerful kick to Carol’s stomach. “I was fairly bored,” she continued as Carol rolled over onto the ground, in pain. She knew she had a few broken ribs now. And those were the least of her worries.

 

“Go fuck yourself…” Carol shot back, amidst the resounding pain.

 

“Oh I will,” the girl replied with a sickeningly sweet tone as she hauled the Avenger into the air with one hand. An impressive display of strength. “This, this _feeling_ of power,” she continued as a wicked smile crossed her lips, and she wrapped her fingers around Carol’s throat even tighter. “It’s beyond anything I’ve ever experienced,” she cackled maniacally, as Carol started to struggle. She kicked herself out of the girl’s grip, and tried to bolt for a respite. She was unsuccessful, however, as the girl pinned her to the ground by straddling Carol’s chest. Not unlike the way Carol had been straddling Kurt, less than ten minutes ago. But the girl seemed to be much more sinister than Carol ever envisioned herself being. She was entirely sociopathic in her motions, bearing no remorse for her actions. “How do you concentrate with _this_ coursing through you?”

 

“I manage…” Carol groaned as she tried to muster the strength necessary to move. To fight back. But her limbs failed her.    

 

“Oh no, you don’t…..” someone’s voice said, as everything began to go dark. Carol struggled as hard as she could, feeling that dreadful buildup of energy in her body. She knew what it meant, what was about to happen. And, even in the face of death she did not want to activate that aspect of her powers. She didn’t know if she would be able to control herself, and avoid hurting innocent people. After all, the last time she had released that much energy, she had killed her mother.

 

A tear fell down her face as she felt the energy cross the point of no return. The burning hot sensation spread outwards from her core and erupted all around. The fighting that was happening to her immediate left stopped as energy flew out in every direction. Pavement was ripped apart, people were thrown aside.

 

xxx

 

“Here,” Steve said as the convoy pulled to a stop, and the Agents pilled out of the two vehicles. They were in the middle of a hot, dry desert. The only shade that they were given was thanks to the enormous plateau that rose out of nowhere. Other than that, the land was completely deserted. The only other landmark that he could make out was the tip of the tallest great pyramid. The sun scorched his skin as he pointed towards the wall of the plateau. That was what had drawn his attention. “Have a look,” he said.

 

“It’s a mural,” Agent Blake nodded as they both examined the carving. Mighty figures stood in a circle, each of them bearing a powerful-looking weapon. Most notable among them being a hammer, which was an exact representation of the one in Blake’s hand, and a scythe, which was the same one that Steve had been shown in a picture. Steve leaned in closer, to better examine the carving. “This can’t be a coincidence,” Blake muttered.

 

“I agree,” Blink chimed in as she joined them. “But I’m more concerned about those _other_ things,” she said as she pointed to the top of the mural, where hundreds of horrendous-looking monsters were displayed. To Steve, they looked like gruesome creatures that haunted the deepest of caves and caverns. They had horrible, fanged teeth that made him shudder. “I’m going to take a look around and see if there’s any more to this thing,” she said, as she cast her eyes around suspiciously. Steve wasn’t particularly concerned. He knew that checking perimeters was a second nature to her.

 

“They look like they’re fighting,” Blake wondered out loud, as Agent Thompson sauntered over to them.

 

“What, the Aliens?” Thompson asked as he shrugged.

 

“Yeah,” Blake replied as he traced a finger across the mural. “Yeah, like they’re fighting _off_ an invading army. But this is primitive,” the hammer-wielding Agent continued as he rubbed his chin. Steve nodded in absolute agreement. The carving looked extremely old, perhaps older than the pyramids themselves. He found his eyes drawn to a figure standing behind the soldiers wielding the weapons. Unlike with the warriors, there was a level of intricate detail that almost defied logic. Lines crisscrossed the figure, which was clearly female. There was a symbol in the very centre of the chest. It was a triangle, with the point facing down. Out of the top came a hook-shape. And in the very centre of the triangle where two circles, one of which was much thinner and inside of the other.

 

“Get the camera,” Steve ordered as he backed away from the mural. “I want this whole thing documented, so we can examine it when we get back to base,” he continued as he turned back around and looked towards the desert. “Then we look for the weapon. That’s top priority,” he ordered, seconds before a flash of brilliant scarlet light filled his vision.

 

As a soldier, he was quick to respond to the threat. With one hand, he popped his shield off of his back, and placed it between himself and the source of the light. His other hand raced towards his hip, where his sidearm was waiting. He pulled it free of the holster and fired off three shots, hoping that he would at least scare whoever was attacking them away. Or injure them enough to put a stop to the battle before it got any worse. But he failed on both accounts.

 

As the light cleared, he saw his opponent for the first time. She was a woman, with a long mane of dark brown hair. She wore deep red robes, and carried herself with an air of absolute command. Steve tried to move, to engage her at close range, but couldn’t move. He couldn’t speak, either. If he could have, he would have warned Agent Thompson to not charge the woman like he was playing football.

 

To his credit, Eugene Thompson moved with incredible speed and technique. The sight of him charging forward like he was should have _terrified_ the woman. But it didn’t, which was much, much scarier. All she did was cast a pitiful glance in his direction, and somehow that caused roots to spring up from the ground and ensnare the Agent’s legs. He was completely trapped, and unable to move, which left only Donald Blake and his magical hammer.

 

He was the real threat, shouting to the heavens as he shot forth a mighty blast of powerful lightning. So powerful that their assailant had to let go of Steve and concentrate on defending herself. She twisted her hands together and formed a bright shield, which the lightning slammed against. She held to her ground, not giving an inch to the powerful barrage. Because her attention was diverted, Stve was free to flank her. Still holding onto his shield and firearm, he opened fire. Bullets flew towards her, but she managed to block them somehow.

 

“Who the hell are you?” Steve bellowed.

 

“Someone you _don’t_ want to trifle with,” the woman snapped back as Blake redoubled his assault, by swinging his hammer against the woman’s shield. The weapon struck home, but he was tossed backwards into the wall of the plateau. As he struck the wall, Thompson pulled himself free, and swung his own fists against her shield. Again, this did nothing to harm her defense. She shrugged off the blow that would incapacitate or kill most soldiers he knew. “And I am trying to be _reasonable._ I-”

 

“Reasonable?” Steve heard Blink’s voice say, as one of her portals opened above the woman, and a large boulder dropped through it. The woman barely flinched as she shattered the boulder into a thousand pieces.

 

“Yes, reasonable,” the woman replied calmly, as a second portal opened underneath her feet. She didn’t move, instead floating on the spot.

 

“ _LIAR!_ ” Blink roared viciously as she sprinted into view. In one hand, she held a knife, poised for a perfect kill. Her motions where emotional and full of pent-up rage. All of which was put into the down-stroke of her blade. Surprisingly, the woman did not block it with an ethereal shield. She used her hands instead, with great difficulty. Clearly, Blink was going for a killing strike, and suddenly Steve wasn’t so sure that was a good thing. He realized that the woman had been holding back against them, and hadn’t initiated the fighting. “ _YOU’RE A LIAR! I hate you!”_

 

“Agents, stand down!” Steve barked as he held up his fist.

 

“Captain I-!” Thompson replied.

 

“That’s an order!” Steve bellowed, “Blink, stand down!”

 

“She’s got a _lot_ to answer for!” Blink cried, as she inched the knife towards the mysterious woman’s throat. The woman, however, didn’t look frightened, or bitter at all. An unnerving sense of calm crossed her face as she waited for the outcome. She didn’t fight back, or even struggle really. To Steve, it looked as though the woman was merely restraining Blink, waiting for the Agent’s bloodlust to subside. But Steve couldn’t wait that long. He did what he had too, and wrapped an arm around Blink’s neck, with enough force to knock her out, but not cause any damage.

 

“Put her in the truck,” Steve barked as he pointed towards Blake and Thompson. “Make sure she’s comfortable. Head above her heart. _You,”_ Steve continued as he pointed his sidearm towards the mysterious woman’s head. She didn’t move an inch, to her credit. “Have some answers to give me. Who the _hell_ are you?” he barked.

 

“Steve Rogers,” the woman said calmly, distracting him for a brief second. This distraction gave her ample time to slap his gun out of her face, and deliver a solid punch to his stomach. As he recoiled from the strike, soft, warm fingers closed around his neck and he was slammed against a stone surface. The wall of the plateau, he guessed properly. “ _That_ was for laying a hand my daughter.” The woman said as she released Steve, and stepped back. The Super-soldier focused on her features, which seemed to blur as he tried to look at the exact details. Her nose shortened and thinned out. Her hair brightened from deep brown to dirty blonde.

 

“You-?” Steve stuttered, as he started to recognize the woman before him. Lorelei, the Succubus witch who was a member of the Avengers. Though, she still looked very different from the last time he saw her several days before. “You’re supposed to be-”

 

“In New York City,” ‘Lorelei’ replied simply. “Yes, Captain Rogers, you are not being fooled. Or hoodwinked. I am here, and in New York at the same time,” she continued as she folded her hands across her chest. “And we do have things to discuss. But time is short,” she finished with a slight incline of her head.

 

xxx

“Jeezus!” Jubilee gasped to herself as she saw the scene unfolding in Times Square. Several large gashes had been cut into the pavement by the two battling meta-humans. She had a hard time believing that she would have survived that kind of an onslaught, and applauded Carol’s ability to do so. Though she also realized just how much danger the bystander civilians were. Off in one corner, she could see Carol wrestling it out with her unknown assailant. She debated attacking from behind, but dismissed that thought. One punch and she’d be in the hospital for a month.

 

“My thoughts exactly,” Peter added in as the two of them reached the edge of the rooftop they had been running along. She was slightly out of breath, but he looked perfectly fine. _In more ways than one,_ she found herself thinking with a small smirk. She watched as Carol was thrown across the centre of Times Square, nearly missing a dazed-looking child. The child, in her opinion, looked like he was no older than three years old at most, and had been separated from his Parents, who were in a screaming match against several oblivious riot-police, who had erected a quick barricade with two squad cars and their riot shields. On the far side of the square, she could just make out the arrival of Jean Grey’s white-and-gold uniform, along with Lorelei’s more muted yellow-and-red.

 

“We’ve gotta focus on keeping those people back,” Peter snapped as they descended the fire escape. “North side looks to be stable, but the South and West sides will need some persuasion,” he continued as they reached the ground, and headed towards the other two Avengers who were on-scene. “Ms. Marvel,” he said as he indicated his head towards Jean, “take the North crowd. See if you can push some cars to block their path. Lorelei,” he continued, as Jean sped off in her assigned direction. “Take the West. Create a barricade, but DO NOT damage the road. See what you can do about the South as well.”

 

“What am I gonna do?” Jubilee asked patiently. “If you think I’m going to go ag-”

 

“You’re going to have the special job,” Peter replied as he pointed towards the news crews, which were already deploying their cameras. “Keep them off our backs, and away from the action.”

 

“So I’m just a pretty face?” Jubilee retorted as she turned around.

 

“Well yes,” Peter quipped as eh sped off in another direction. “And much more, Wondra!” he complimented as she shook her head. One of her least favourite parts of being an Avenger was dealing with the press. The first time she had ever appeared n-camera, she had almost been crucified for brightly-coloured uniform. The Newscaster had described it as ‘garishly’ bright, and ‘cheap cosplay material’. Only the intervention of Captain America, who implied that _his_ uniform had even brighter colouring, had saved the interview.

 

“You need to get back!” Jubilee shouted with as much command as she could. “For your own safety, please get back!” This got the attention of the hosts, just not in the way that she wanted to. Instead of backing away from the scene, several of them stepped forward and thrust their microphones in her face. “Please get-”

 

“Wondra, can you clue us into what’s going on here?” one of the reporters demanded, as he pushed the others out of his way. Jubilee did a double-take at the man. She guessed that he was from a second-rate channel, based on how poor his suit was. But he carried himself with overbearing confidence. He clearly believed himself to be the smartest, most important person in the room at all times.

 

“I can,” Jubilee replied swiftly, “ _if_ you step back behind the police line.” She clarified firmly, as she dared the man to defy her. There was a brief moment of tension, broken only by Carol’s assailant being tossed into the air not far from them. That seemed to be enough to persuade the reporters to take a few long, rapid steps back. “I don’t know _exactly_ what happened here,” she said honestly, as she motioned with her hands. “I do know that Warbird is a very capable-”

 

“Some people think the name Warbird is too violent,” another reporter injected fiercely. This one was younger, peppier. She had a long mane of red hair, and wore a crisp blue suit. “Care to comment on that?”

 

“I….” Jubilee replied, caught off-guard by the woman’s question. “It was my understanding,” she said, somewhat nervously, “that she used that name because of the association with fighter jets. Sleek. Powerful. Fast.” Jubilee commented, hoping that she was doing a decent enough of a job keeping the press busy. “Warbird’s one of our toughest. She can take a pounding and dish one out.”

 

“So that must make you feel somewhat unappreciated,” the female reporter asked bluntly, as she smiled warmly for the camera.

 

“Wh….what?” Jubilee asked, not fully understanding her question.

 

“Well it’s very clear that she can do _more_ than you,” the reporter replied with a small shrug. “She’s the one dealing with the Supervillain right now, correct? Ricochet is providing an assist,” the redhead continued mercilessly, almost as if she was enjoying it. She was like a vulture, circling above a dying animal. “The others are on crowd control. _Obviously_ they don’t trust you too…”

 

“Okay,” Jubilee replied forcefully, “let me stop you right there. Yeah, I can’t tank a punch like Warbird, or Captain America can.” She said, doing her best to quell the beast stirring in her soul. She resisted the urge to slap the woman for insulting her while she tried to save lives. “But I contribute,” she affirmed as she shifted her stance. “I was there during the Meteor shower, restraining maniacs left, right and centre. I’m gonna guess you were safe, cowering in your van?” she fumed, perhaps a little too harshly.

 

“I…” The woman replied, obviously trying to find a way out.

 

“Preparing your statement,” Jubilee pressed forcefully. “Applying makeup, perhaps? Giving the _appearance_ that you’re out there, on the front line,” she ranted, more harshly than she intended. “When really,” she snapped as she felt the ground rumble under her feet. She guessed that the tremors where due to the heavy melee not far from where she stood. “When _really_ you’re cowering behind me. Someone you call a second-rate Avenger!”

 

“So,” the first reporter pressed eagerly, “you don’t think that you’re second-rate, like many critics say you are?” He asked, not bothering to be excessively polite. He actually pushed the other woman out of his way in his rush to speak, “Do you think that this feeling has something to do with you being what you are?” He continued, as he smoothed his hair back confidently. This was a question she had not been confronted with before. Not on camera, at least. And she found herself even more infuriated by his words than she would have imagined.

 

“And _what_ exactly am I?” she snapped furiously. “A-?”

 

“Wondra, look out!”

 

_BOOM!!_

The ground exploded with concussive force. Chunks of rock flew in every direction as something pushed her out of the way. Dust filled the air as people started to scream. She shook her head, trying to clear her vision. Something hot trickled on her face, and her back felt like it was on fire. She touched a hand to her cheek, finding splatters of hot blood marring her torn yellow mask.

 

xxx

“Sir!” Dr. Grant Dillon, one of his chief engineers, said with a hint of urgency, “there’s a situation downtown. Lots of cameras, all honed in on the _Avengers.”_

“Okay,” Norman Osborne, head of Oscorp, replied as he tapped his desk with his fingers. “Deploy six Sentinels. Two medical, two riot control,” he continued as he turned on the television, which showed two women exchanging powerful blows with one another. He didn’t much care for the group of heroes, but they presented an interesting opportunity for a source of income. Stark Industries had made the smart move of grabbing onto their rights and image. All the money from toys, clothing and movie rights went directly into the company. And, according to several inside sources, a portion went to the Avengers themselves. Funding for each individual member was a priority, after all, one couldn’t have a starving superhero.

 

Regardless, he had his own way to profit from the group.

 

“Sir, no combat models?” the Doctor asked.

 

“No,” Norman replied with a wave of his hand. “No, the combat models are untested in the field. And I doubt their ability to stand up to such a beating at the moment,” he continued simply. “Let those Heroes deal with the real threat. We’ll focus our resources on escorting civilians to safety, doctor. An excellent opportunity to show our new toys in the field,” he finished with a small nod, secretly thanking the Queen of Latveria for giving him the resources he needed to build the Sentinels in the first place.

 

“Yes sir,” the doctor replied as he swept himself away into another room. “I’ll have them deployed immediately,” he finished, as Norman spun around in his desk, and looked towards the large, wall-sized window that gave him an extraordinary view of the cityscape.

xxx

“So I’m just a pretty face?” Jubilee asked him, as she ran off in her assigned direction, wearing nothing but her chosen Avenger uniform.

 

“Well, yes!” Peter replied honestly, smiling underneath his mask, “and much more!” he added in, hoping he wasn’t damaging her ego too much. His decision to have her be the one to talk to the press was an easy one, once logistics were concerned. There was no way she was going toe-to-toe with someone able to keep up with Carol. And she wasn’t as good for crowd control as Lorelei and Jean Grey were. And someone had to keep the vulture-like camera crews back away from the danger.

 

Of course, he knew that he wasn’t exactly the best tactician either, as he approached the young, brunette woman, armed with two steel batons. One in each of his hands.

 

The young woman smiled wickedly as she dropped the half-conscious Carol Danvers and assumed a rudimentary fighting stance. Even with his limited knowledge of martial arts, he knew she was far from a seasoned fighter. Her hands were hanging too low, and she appeared to be off-balance. He saw her legs twitch in preparation to throw a powerful, stone-shattering punch that could knock his head clean off its shoulders. But she was too slow. He saw her coming from a mile away, and subtly sidestepped her fist, and struck her in the solar plexus with one baton. The crowd of bystanders cheered with his small victory.

 

A very small victory. The blow did little to stagger her. In fact, she appeared to be more surprised by the fact that he had struck her than anything. In a fit of rage, she spun out with a second fist, this one arcing around in a backhanded motion. He ducked below her swinging arm and struck her in the knee. She went down hard, and he pressed his chance by swinging his entire body around and striking her in the temple with his extended foot.

 

A big mistake. His foot shattered on impact, and she knew it. The momentary blinding pain was enough to distract him long enough so that she could drive a quick blow into his stomach. He managed to stumble back slightly, so that he just passed outside her blow’s maximum effect range, and received only a glancing blow. It was enough, however. He could feel several ribs break, and knew that he would need to be more careful in order to in the fight. Even as the bones in his foot sewed themselves back together, he began to form a plan in his head.

 

Carol would be able to get up, eventually. He had seen her get knocked around before, and she always got up. Just sometimes she needed a little more time. Time that he would buy her, with a carefully-planned game of cat-and-mouse. The woman he was fighting was strong and determined to win. But she lacked in speed and skill, a weakness he was sure to exploit with careful timing and footwork.

 

The woman staggered forward with a powerful, yet lopsided punch. He waited until the last second to feign being struck again. He hoped that her elation would distract her from the fact that she had not actually felt her fist hit him. To add to his charade, he gave himself a slight limp, giving the appearance that his foot was still injured. His act worked, and she moved exactly like he hoped she would, dropping her guard and raising her fist for a fatal blow.

 

She lashed out once more, and he was ready for her. He moved out of her fist’s way, and slammed one baton into the underside of her shoulder. This earned a cry of pain from the woman, and a cry of joy from the watching crowd. He pressed his advantage, keeping a careful measure of his blow as he swept around his second baton and struck her in the right temple as hard as he could. As the steel weapon struck home, the ground began to shake, much like it had that morning. But more localized, and more powerful. He looked down on the ground, and actually saw cracks appearing in the pavement.

 

At first, he thought they might have been coming from the woman he was fighting. But one glance in her direction told him that it wasn’t her doing, and she was definitely thinking about fleeing the scene. He was about to grapple her when there was an explosion of concrete chunks, which began to fall directly towards the gathered news reporters.

 

Who were in the middle of roasting a brightly-dressed Avenger.

 

“Wondra, Look out!” He shouted, forgetting everything about the fight as he dashed towards the mutant Avenger, pushing her out of harm’s way as best he could. Something stabbed into his shoulder as they both fell. Dust filled his vision, as his good arm brushed against something searing hot. They rolled for a good minute, as the shaking ground stopped, and he opened his eyes.

 

He found himself impaled upon a metal bench, which had previously lined the sidewalk near where they had been fighting. He looked down, and saw that another of the bench’s feet had stabbed him through the stomach, in addition to the piece through his shoulder. He looked to his left, and breathed a momentary sigh of relief. Jubilee had missed the bench, as well as every chunk of concrete around them. His relief was short-lived, however, as he saw the faint yellowish glow coming from her back.

 

“You’re on fire!” he gasped, bringing the female Avenger to full alertness.

 

“Wha?!” She stammered, as she quickly rolled on the ground, smothering the flames with the technique every child had been taught since preschool. “Shit, shit, shit,” she groaned as she rolled back to her feet. The flames disappeared, but had already seared away a good portion of fabric across the middle of her back. “ _Shit! You’re-!”_ she gasped, as she pointed towards the metal spikes penetrating his body.

 

“Yeah,” he replied as he tried to pull himself out. Impossible. Too much pain. He tried to clear his thoughts, to focus on something other than the driving pain coming from his body. But it seemed like an impossible task. Jubilee raced towards him, obviously trying to help him in any way she could. But she was just as stumped as he was. She tried to pull him out, using her advantage of leverage. But she couldn’t gain a solid enough grip on him necessary to pull him free. And she wasn’t nearly strong enough to deadlift the solid metal bench out of his back.

 

“I can’t get-” she said, as a tall, brunette woman in her mid-twenties rushed forward, past the police barricade. Two officers tried to stop her, but she outstripped them easily before she was one-third of the way to them.

 

“ _Move,”_ the woman said in a commanding tone, that few would be able to resist.

 

“Who the hell-?” Jubilee replied with grit in her words, obviously ready for a fight.

 

“If we don’t get those legs out of him,” the woman snapped fiercely, sounding like a mother bear defending her cubs as she spoke. “The wounds will seal improperly. I know you’ve got a second generation super-soldier serum running in your veins,” she said as she moved around the bench, out of Peter’s line of sight. “So you’ll be just fine once they’re out. No way you’re going to bleed to death,” she finished with a heavy pant.

 

“You know what you’re doing?” Jubilee asked pointedly. “And how the _fuck_ did you know about-?”

 

“Former Special Forces,” the woman snapped back from behind his back. “A particular branch interested in enhanced soldiers. Now,” she grunted, “keep his head steady. And try and keep him from screaming too much,” she quipped as Peter felt the bench budge slightly. He guessed that the woman was going to try and lift the bench, like Jubilee had tried and failed to do. However, the woman seemed to possess an uncanny amount of sheer determination that far exceeded what most people could do. Of course, he remembered reading stories about how the human body could do remarkable things when under pressure. Mothers could lift a car off their children in extreme situations, after all. “Keep him quiet. Hold him steady. And _don’t_ drop him. On three,” she finished with a grunt.

 

“I’ll do my best,” Jubilee replied with a slightly shaky tone, as she glanced towards him, and wrapped her arms around his waist and shoulder.

 

“You’d better,” the woman said, “because he’ll be in a _lot_ of pain. _One._ ”

 

“I’m ready,” Jubilee replied with a low whisper, “are you?” she asked him.

 

“Yeah,” Peter grunted, already feeling the iron bars moving through his flesh.

 

“ _Two,”_ the woman grunted, “do what you have to in order to keep him from squirming! One inch and he could bleed out in seconds!”

 

“Yeah, I…” the Asian Avenger whispered as she swayed her head from side to side, possibly looking for a solution that would keep him steady. At the last second, something gleamed in her emerald eyes, and she lifted the bottom half of his mask, as well as the bottom of hers. Dirt-caked lips shone with unearthly brightness as she cracked a weak smile.

 

“ _Three!”_ the brunette woman gasped, as ungodly amounts of pain coursed through his entire body. He wanted to scream to the heavens for some sort of relief. This was beyond anything he had ever experienced, or expected. He was on fire. His flesh burned at the slightest touch.

 

But he could not make a sound.

 

The waves of pain were silenced in the wake of something far softer.

 

Soft lips cut off any chance he had of making a sound. Warm, caressing hands soothed the pain with the gentlest touch. There was nothing else in the world. There was no danger. No pain. No loss. It was just him and her in that moment. He looked deep into her eyes, seeing his own reflection in them. In the back of his mind, he knew that the pain was over, but he didn’t want the moment to stop. Because, for the first time in a long time, he felt whole again. That gaping hole that had been in his life since his Uncle’s passing was filled with something.

 

It wasn’t the same. He knew that the light would never fully fill the void, but it was a wondrous start. Even as the kiss ended, he felt his soul filling with new sensations that defied logic.

 

“That….” He whispered as he felt the holes in his body seal themselves back together properly.

 

“….was a gamble,” Jubilee whispered back to him, as she helped Peter steady himself.

 

“I was going to say ‘unexpected’,” he replied honestly, “but not unpleasant.”

 

“ _Jackass,”_ Jubilee quipped, as she lightly punched him in the stomach. He grunted a response, as he saw Jean helping Carol back to her feet, with Lorelei not far off in the distance. Peter blinked as he looked for a sign of the woman they had come there to stop, and finding none. He guessed that she had seen her opportunity to run and had taken it. A much smarter move than trying to take on half the Avengers, he noted to himself.

 

xxx

“You _fucking_ moron!” Anna screamed as she tore into the room, pushing her way past three burly guards without any effort whatsoever. Blood ran from her nose, and she was covered from head to foot in dirt and bruises. All because her so-called ‘partner’ had bailed on her in their moment of victory. If ‘Mr. Lang’ had stuck around and helped, like she believed he should have, then she would have been able to turn in not one, but _two_ Avengers. That would have surely secured her position in Mr. Fisk’s organization as one of the more key members. “You _absolute_ , retarded, fucking moron!” she screamed as she approached Scott Lang, not at all bothered by his daughter, who whimpered behind him.

 

“I did-!” Scott began to roar, cut off by Anna striking him in the gut with a punch. Not enough to permanently injure him, but more than enough to drive her point home.

 

“You realize what you did?” she screamed as he doubled over in pain. “What you did to me?”

 

“You’re the one who-!” he grunted. Again, Anna cut him off by slamming her foot into his ribs, easily breaking several of them.

 

“Shut the fuck up,” Anna snapped, as two tiny fists struck her thigh.

 

“Don’t hurt my _daddy,”_ Lang’s daughter cried out furiously. Anna simply swatted the girl away, sending her sprawling on the ground as the door to the room opened. Four men entered. In the lead was Wilson Fisk himself. Behind him walked two more guards. And in between them, they carried Kurt Wagner, the man Anna had been sent to ‘rough up’. His eyes drooped lazily, telling her that he had been drugged in order to be compliant.

 

“You _bitch!”_ Lang bellowed as he rose with vengeful purpose, and threw a punch in Anna’s direction. Before he could complete the blow, however, Fisk struck him on the back with the end of his cane. The blow made a nasty _crunch_ sound, which grated on her ears slightly. “You’ll pay for that,” Lang muttered in agony.

 

“No,” Fisk replied sternly as he stepped over the groveling man. “She will not. _You_ will, however,” he continued as he came to a stop just behind Anna.

 

“I….did….everything…you…asked….” Scott panted with ragged breaths.

 

“You did,” Wilson replied calmly. “You were an excellent employee, Mr. Lang, however,” the large man continued as he leaned down on his cane, “you knowingly risked the life of the daughter of one of my oldest companions. That is something I simply cannot overlook,” he continued as he straightened his back. “Anna, take the girl to the truck waiting outside. I have a feeling we’ll need the leverage,” he finished as he motioned his two guards away. Anna smiled deeply as she picked up the unconscious six-year old with on hand.

 

“I…will…kill…you….” Anna heard Scott reply with a grunt, as she walked towards the door. “You hear me, bitch?” he bellowed, stronger this time. “If you hurt her, _I’ll kill you!”_

“No, you won’t,” Fisk replied as he followed he rout of the door.

 

xxx

In the deep recesses of space, a region rarely observed by lesser beings, a massive ship sliced through the void. It was matte-black in colour, with a bloody red insignia painted onto the front. Many knew of this ship, and how much they should fear it. It was a herald for the greatest fleet in the known universe. And it was captained by a being so horrible, that few could stand to be in his presence.

 

“My lord,” one of the beings on the ship, a humanoid with green skin, said as he snapped to a crisp, formal greeting required when in the presence of the ship’s commander.

 

“Do you have the report?” The commander replied, without even bothering to look away from the large window, that allowed him to see an entire galaxy.

 

“Yes, my lord,” the lesser crewman said firmly, as he got down on one knee, and presented the commander with a holographic map. The map contained details about a particular region of space that they had been assigned to study for the last cycle. “We found it, my lord. Our instruments do not lie.”

 

“Are you certain?” The commander asked plainly. “Our King would be-.”

 

“I am certain, my lord,” the crewman replied. “I would place my life’s worth on it.”

 

“As you should,” the commander said as he examined the map closely. A smile cracked his lips as he realized that his wait was over. His kind had waited for a thousand years for the chance that they now had. And he would not pass up the opportunity to do what every one of his kind had been waiting for. “So…” the commander said as he paced the length of the window, “after all this time we may finally have our revenge.”

 

“My….my lord?” the crewman asked, obviously unsure of himself.

 

“Send a message to the fleet,” the commander ordered. “Tell our king….” He said as he looked his entire crew in the eyes.

 

“That the Phoenix has returned.” 


	15. Rock-a-bye-baby

**The Kingdom of Latveria.**

**12 B.C.**

A thousand soldiers stood along the wall of the greatest city ever seen in the history of mankind. Sharp, iron-tipped spears where held aloft by soldiers in a tight formation. Their armour glistened in the morning sunlight. They knew that they were the best-trained army in the known world. Countless enemies had fallen against their walls, brought low by a hail of keen arrows and a sea of sharp swords.

No enemy had ever taken the Kingdom of Latveria in its entire history. Its warriors where known to be the most ruthless, the most deadly, with the best weapons known to man.

The soldiers stood even straighter as their King approached. Their formations tightened together as the man, who bore both their respect, and terrified them greatly. He was known to his country, and the world at large as Viktör the Doom-bringer. He stood a full head above the rest of his men, a sign of his lineage. A golden crown rested on his head, meshing perfectly with the warrior's mask, which was similar to what his warriors wore on their faces. A green cloak hung around his shoulders, covered in an ornate coat-of-arms. The symbol of his household and lineage, which had been in power for all of Latveria's recorded history.

His iron-clad gloves rested on the jewel-encrusted hilt of a sword. His eyes scanned the horizon, knowing that his enemy was out there, heading in his direction.

If his soldiers knew just who they would be battling, he knew that they would not be standing in formation. They would be running, fleeing for their lives. Perhaps only a handful of brave, or insane, fools would stay. But Viktör had no choice. He had to make a stand, to fight for his kingdom. He had long ago secured his heir's escape into a far-away kingdom with a handful of his best guards to protect him from harm. _Or as much harm as possible,_ The King noted with grim realization. He gripped his sword tighter as he caught sight of a single blip on the horizon, and his heart leaped out of his chest. Many great empires owed their downfall to the blip on the horizon.

When he had first consulted his Sorceress Advisor, Amora, less than one week ago, and she had told him what was coming, he had refused to believe her. The Witch, he knew could not be fully trusted. She had her own machinations at play, but her ability with foresight was potent enough to overcome his trust issues. Which was when the fear began to take hold.

A fear of his world in flames. Of his castle, reduced to a pile of ash. His whole lineage, wiped clean from the face of the earth, as if it was nothing more than a speck of dirt.

That was what he fought for. His right to be remembered.

"Archers at the ready!" Viktör bellowed as he raised a gloved fist. Hundreds of archers knocked their arrows against their bowstrings, ready to reign death down upon the enemy who approached their walls. A small murmur escaped the lips of a select few soldiers as they too caught sight of the lone soul approaching their gate. No doubt, some wondered why their King had called them into service, conscripted every able-bodied man into the military and had his forges pushing out the best arms and armour for days on end. No doubt, they had been expecting a long, drawn-out battle with an army at least twice their size.

Instead, they were being ordered to kill one combatant.

An unarmoured combatant.

A woman, no less.

Jeers of laughter escaped the lips of a few soldiers as she came to a halt outside of their walls.

"Surrender," The woman challenged with an air of command. Viktör eyed her with scrutiny as even more laughter echoed out from his army. He could clearly make out the symbol covering her brow. The very symbol that Amora had foretold would bring his demise. More markings raced up and down her form, and he was not sure if they were ornamental, natural or some combination. Her garb was a combination of green, gold and red silks. Long, fiery red hair draped down her shoulders. "And your lives will be spared. Bring me your King's head, and you will be rewarded beyond your wildest dreams." More laughter followed, echoing louder than before, and this was something that Viktör could not have.

 _"SILENCE!"_ He commanded harshly, and his soldiers fell silent. "Shoot her!" he ordered, as he thrust his hand forward. At his command, countless black arrows filled the sky, and rained down on the woman, who did not move. From his vantage point, Viktör could have sworn that she smiled at him, as she waved her hand through the air, and all the arrows stopped dead in their tracks. A second later, each arrow burst into flame and burned within the space of a few seconds. His soldiers, who mere moments ago had been laughing, bristled with fear. They shuffled their feet, some of them obviously debating simply fleeing the scene. He couldn't allow that to happen. "Fire again!" he hollered.

 _"Ha, ha, ha,"_ the woman's musical laughter drove through the ranks of the soldiers. Some were enamoured by her voice. Others were terrified by it. Viktör was on the cusp of both. So much so that he was powerless to move as the woman was carried into the air, chuckling as she flew towards him. He wanted to run, now more than ever. But he had to stay strong. Strong for his men, for his home. "You should have known, _Viktör._ I cannot be stopped by such crude methods," she finished, as her toes gingerly touched the stone surface which he stood upon. "No god can be stopped by mere mortals."

"You are not a god, _wench,"_ Viktör roared as his hand flew to his side, and he drew his sword in an attempt to strike her down. As soon as he held the weapon aloft, however, his arm stopped mid-strike. "You will not rule forever," he spat, as he struggled against the unearthly forces gripping his arm, "even the mighty _Fenghuang Queen_ will die."

"Yes, Viktör, I will," the Queen reasoned with a slight nod, as she stepped around him, her silk dress brushing lightly against the stone surface as she walked. "I will die, eventually. But my heirs will inherit my powers. They will forever bear my legacy. In a thousand years," she cackled maliciously, as golden sparks flew from her eyes. "Our empire will reach beyond the world as we know it. Its Queen will-."

"No self-respecting man would ever-!" a man who stood close to Viktör bellowed as he tried to come to his King's aid. He was to slow, and ultimately useless against her divine might. All it took for the man to burst into flames was a single glance from the all-powerful Queen. Everything on him burned. His sword, his shield, his armour, his skin. Screams of utter agony split the air as the man suffered his punishment at the Queen's amusement. Viktör could see a smile etching across her lips as the man turned into ash, and she turned back to face the trapped King.

"As I was saying," The Queen continued simply as she walked around him, in a full circle. "Yes, I will die, if that is any consolation to you, King of Latveria. But upon my death, my daughter will inherit my power. Her body will become a vessel for my soul, and the souls of all my ancestors. And with every soul," she chuckled, as she whipped around and lashed out with one hand. The earth split with that simple motion. His entire army fell into a crevasse that she had created on a mere whim. "Our power will grow tenfold. Imagine," she chuckled, as she raised him up into the air, with nothing but the flex of her forefinger. "The power to move the heavens with my thoughts! Entire countries will bow to the mere whisper of my name! Monuments to my glorious image shall be erected! All of existence shall know to fear me!" As she spoke, the markings on her brow, torso and arms glowed to a hot red colour. The air around them cackled with lightning as the wind whipped against their bodies. Her eyes became two silvery orbs of power, giving her an ethereal aura as she relished in the deaths of thousands. "I offered you a _chance,_ Doom-Bringer. A chance to rule at my side as a King of all under heaven. But, what did you say?"

"You….are…..mad…." Viktör gasped desperately as he tried to escape. Everything he had worked for in his life was gone. His Kingdom was in shambles. His Castle was in ruins. His citizens were dead, dying or doomed to a painful demise. His only consolation was that his firstborn son had managed to escape the carnage, and would be able to rebuild, from the ground up. Only if he could strike the wench down, however.

"No," the Queen chuckled darkly. "I am Life. I am Death. I am power incarnate. I am the-! _"_ Viktör steeled himself to do what was necessary, and plunged his blade into her heart, surely killing her. They both plummeted to the ground, as it was only her power over the elements that had held them aloft. His body crashed against the rocks below, in a landing much softer than he had originally believed possible. He had survived it, after all. His right arm and left leg did not respond properly, however. Blood trickled down across his forehead as he turned his head, to see the woman who had destroyed his empire, lying in the middle of a heap of rubble. She too was still alive, though in much worse shape than he was.

" _You…._ are…..no….god," Viktör groaned as he pushed himself to a standing position. "And the world shall know it! I will hang your wretched, maggot-filled corpse for all to see! No one will fear your-!"

" _Hahahaha…."_ The Queen chuckled weakly as she stared past his face, into the sky above. "I…..will….. _rise…._ from…..ashes…..of….defeat…." she coughed, as blood spewed from her dirt-caked lips. "In the end….you will _all_ tremble before a Queen more _powerful_ than I ever was. You _will…_ know….fear….when…..the bards…..speak of…..Phoenix….." With that, the lights in her eyes dimmed, and she collapsed on the ground, never to move again as the King contemplated his next move in what he knew would be a war that might never end. And one that he stood a very good chance of losing.

xxx

**Manhattan, New York.**

**Seventeen Years Ago.**

Janet Stark smiled to herself as she browsed through the clothing rack of her favourite store. Sharp black and cool blue suits where ripe for her picking. She had been looking forward to shopping all day, especially after dealing with her idiot brother for the entire week. She was finally allowed some piece of mind, even if it was to only for such a simple pleasure.

Her late parents had left her a fortune, and she intended to spend it as she saw fit. After all, her brother saw fit to spend his money on fast cars, alcohol and high-class prostitutes.

With that in mind, Janet continued to browse, never thinking about the turn her life was about to take.

 _Bang-bang-bang! Bang-bang-bang! Bang-bang-bang!_ Gunshots echoed throughout the halls of the mall. People ran for the exits, screaming for help. Janet tried to join them, but she was bowled over by a rush of panicking customers. Her vision faded briefly. When it returned, she was alone in the store. She could just make out the exit, and rolled herself to her feet, thinking that she could make it outside without incident. She was wrong, however.

As she ran, another body, a rather large-bellied woman wearing all black and clutching her arm sprinted into view. Since neither woman was watching where they were going, they collided. Janet was the first to recover, just in time to see a gun skittering across the floor. Both women exchanged glances, and Janet came to a horrible realization. This woman was obviously on the run from someone. And was not afraid to fight back. So she knew what she had to do, and grabbed the gun as fast as she could. The young secretary turned about, trying to train the weapon on the woman, only to have a foot slam into her wrist.

Once more the gun fell to the ground, as the large woman delivered a kick to Janet's ribs. She buckled over in pain as the other woman rose to her feet and grabbed the gun. Hoarse voices could be heard coming from the interior of the mall, in the same direction that the wounded woman had come from.

" _IN H-!"_ Janet shouted, only to have her mouth covered by a sweaty, blood-soaked hand.

"If you want to live long enough to go _hhhoommee…,"_ the woman grunted, struggling to finish her sentence as Janet heard a _splash_ of something wet. "Don't say a word," she hissed, as she dragged Janet back, towards a dark corner of the store. Obviously fearing for her life, the Mutant woman did as she was told. Even when the hand was removed, she didn't make a sound. But her heart beat fast in her chest, as she continued to debate making a run for it. She could surely make it down one of the side-isles, but just not in time to avoid being shot at.

" _WE KNOW YOU'RE IN HERE!"_ a rough, male voice shouted from somewhere in the store. " _COME OUT QUIETLY, AND WE'LL CONSIDER-!"_

"That's a load of _bullshit_ and you _kkccc_ now it!" the injured woman growled as she racked the side of her firearm. She grunted in pain as she tossed Janet into a rack full of five year old boy's clothes. " _Dammit,"_ the woman cursed under her breath as she slumped against the wall of the store, and clutched her stomach. Janet then realized that she had been mistaken. She had originally passed the woman off as just _fat._ But she wasn't fat by any measure. In fact, as Janet studied the woman, she came across as extremely _fit._ The only thing large about her was her belly. Which obviously housed a baby.

 _"YOU CAN'T KEEP RUNNING FOREVER,"_ the man's voice taunted mercilessly. " _YOU'RE AT THE NINE MONTH MARK NOW, RIGHT? ANY DAY NOW YOU COULD OPEN UP AND BE COMPLETELY VULN-."_ The woman leaned out from her cover and fired off a series of shots with her gun. Someone shouted as the woman slumped back down, this time resting on the ground, panting heavily. She wasn't just pregnant.

She was in labour.

"You're not taking my son!" the woman roared viciously as she wiped her forehead.

"One way or another!" a second, older male voice replied from somewhere close by, "you're coming with us! Whether or not your kid lives through," the man continued, as Janet saw him peak his head around a corner. "Is entirely up to-." _Bang-bang-bang! Bang-bang-bang!_ Six bullets sliced through the air, from the woman's gun, impacting the man square in the chest, killing him. And although Janet understood that she should have been mortified by what was happening, and that she had her chance to run as soon as the woman dropped the gun and collapsed on the floor, she didn't move.

"No way in hell you're _touching_ him," the woman grunted painfully as she tried to stand.

"You're bleeding…." Janet said as she started forward.

"No shit," the woman replied with a grunt as she braced herself up against the wall. "That….was the last of them. Go, now," she protested as new pain seared through her eyes. "While you still ca _aaaaan,"_ Now, Janet was torn between a rock and a hard place. She still wanted to run for her life. And by all means, she should. But she also had a conscience, and realized that this woman was going to need help, and soon. Obviously someone was after her, even if they weren't actual cops. Because there was no way a real cop would shoot a pregnant woman, or threaten her soon-to-be-born child. "Go!" The woman hissed viciously.

"I….I'm gonna get some towels!" Janet fumbled as she tried to focus. She didn't know whether or not she should focus on the gunshot wound, or on the baby.

"The cops are going to be here soon," the woman groaned as her head leaned to the side. " _Shit…_ wasn't supposed to go down this way…"

"I've got a feeling you're not exactly a friend to the police," Janet said plainly as she stood up and raced towards a rack of paper towels.

"Heh," the woman whispered once Janet returned, "no. Not exactly anymore…" she sighed as her voice trailed off, and her breathing intensified.

xxx

**Present Day:**

"Tell me again," Jean said softly, as she placed her hands on Carol's shoulders in a supportive manner. "What _happened?"_ she asked, for the third time in the space of several minutes. Currently, she was sitting in the middle of the Avengers 'common' area recovering from the ordeal in Time Square. As a student of Mutant Biology, Jean was the best qualified to examine the young woman's injuries, which were recovering at a rapid rate. Jean hypothesized that in as little as a few hours, Carol would be sporting a few bruises.

Though that certainly wouldn't help the young woman at the moment, who couldn't move without wincing in pain.

"We were _aaaa_ at Kurt's place," Carol moaned as she grasped her side. "When we heard a knock at the door. He went to answer it…. _and…._ someone, the girl, I think, said something about it being 'payback' against Janet." The blonde-haired teenager continued as she rested her head back in the chair, sweltering from the pain her body was experiencing. "When she _aah!"_

"Okay, okay," Jean cooed as she tried to calm the young woman down. She ran a hand through her long red hair as she tried to think of what to do next. There was a swarm of reporters outside their building at the moment. All of them clamouring for an exclusive, which they deserved, after the day's events. A rumble in the middle of the city was not something they could just ignore. The destruction would have to come out of someone's wallet, after all. "You two," Jean said as she pointed towards Peter and Jubilee, who were in the middle of a somewhat private conversation. "Distract the vultures outside. Give them something juicier than property damage."

"Don't know what we'd give them," Jubilee shrugged, as she tugged at the back of her uniform, which had a chunk missing from the back. "They'll be wanting Wa-"

"I think the two of you can cook some _THHIINNGG UUUPPP!"_ Carol groaned as she writhed in a bout of pain. As the pair left the room, Jean was able to turn her mind back towards the injured Superheroine. Her knowledge of human and mutant biology, combined with her telepathic powers, allowed the redheaded woman to create a rough mental image of the injuries the younger woman had sustained. She was able to detect a previously unseen broken Femur, which, if left untreated could lead to a lifelong injury. "Shit," the blonde mutant gasped.

"A small fracture," Jean explained softly as she ran her fingers up and down the injured leg. "I can jump-start the healing process for you. Your increased healing speed should do the rest," Jean explained as she worked her telekinesis, setting the bone properly and forming a few anchoring calcium layers. The process took several minutes, but it was still much faster and more efficient that a natural process. "Just….just sit down for a few hours. We can move you to a couch," she explained with a nod.

"I don't need rest," Carol grunted bitterly, "we need to check and see if-" she was cut off by a set of doors slamming open. In walked Janet Stark, in an extreme huff. Her normally well-styled hair was a mess. Her clothes where wind-worn and her expression a scared one. Her cheeks were puffed out and flushed with scarlet. "No idea!" Carol shouted immediately as she caught sight of the businesswoman.

"Where and when?" Janet snapped briskly as she dropped her coat to the ground.

"Your secondary residence," Carol explained, as Jean looked on knowingly. "An hour ago…more or less. I'll go with-"

"You're not going anywhere," both women said flatly, as they stared her down. The younger woman backed down, though not willingly, however. It was obvious that she debated flying past them. And there was really nothing either woman could do to stop her, if she decided too.

"I'm going there now," Janet said firmly as she turned towards her personal quarters, which housed her advanced battle-suit.

"So am I," Jean agreed, as she got to her feet. If they didn't do something soon, things would get a lot worse. They had to find some sort of clue as to what had actually happened to Kurt. "Wondra and Riccochet should stay here, though. Just in case there's a problem, or another lead," she said, earning a nod from Janet as the two of them sped off down the hall. "Cap's not available," she continued as the two of them took a left, towards Janet's quarters. "Lorelei….well, she's available, but not exactly subtle."

"Agreed," Janet said as she disappeared behind a metal curtain in her quarters, and began to change. "We can keep her on retainer, in case we need the firepower. Still wish Cap was available, though," the businesswoman finished as she stepped back out from behind the metal curtain, fully dressed for battle. "I'm starting to think we need to expand our ranks a little."

"Why?" Jean replied, somewhat sarcastically as she tossed her hair back. "To increase revenue streams? Maybe increase our ethnic diversity a little?" she chuckled to herself.

"If we were just a line of Action Figures," Janet retorted with a small grin, "then I'd say yes to that. But," she continued as they passed down another hallway, "What if one or more of us gets taken out of commission? You and I don't exactly heal like Peter and Carol do, remember?" Jean nodded in agreement as they continued to walk down the hall, towards where their tinted-window car sat. Perfect for sneaking out without drawing too much attention. The next set of doors opened up into a nearly-deserted parking garage. Only two vehicles occupied spaces, while the garage held enough room for twenty.

"So what you're saying is we need a few backups," Jean nodded as she slid into the driver's seat.

"Pretty much," Janet agreed as she slid into the passenger seat, "A larger roster wouldn't hurt, either. We'd be able to switch things up for certain threats. Maybe," she said as Jean started the engine of the car. "You could put a good word in for us with Charles? See if he can lend a few X-men?"

"Funnily enough," Jean commented as she pulled the car out of the garage, and into a long, winding tunnel which would take them out to an obscure side-street, well away from any prying eyes crowding around the Mansion's entrance grounds. "He has made several vague hints about potential recruits. And then of course," she continued as she turned a corner, "there's the legions of students wanting in on the team. Most of whom either have dollar signs in their eyes or are obsessive fans." She finished as she sped off down the road, towards their destination.

xxx

" _Ppffftt-gah!"_ the brown-haired woman gasped desperately as her entire body clenched in pain. Around her lay a bundle of blankets that Janet had pulled off of a rack. After pying for them first, of course. Just outside the window, she could see Police lights shining through the night air. Obviously they thought this was a hostage situation, and where waiting on the S.W.A.T teams to arrive. Of course, that wasn't too far off the mark. The woman in labour did have a gun, after all. "Not….not long," she huffed as she breathed deeply.

"Not your first child?" Janet asked meekly as she crouched low, preparing to catch the child if she could.

"No…second," the woman grunted, in a bout of pain. "Here he…. _comes…._!" the woman screamed, as Janet caught sight of a purple head snaking its way out of the woman's body. At first, she was horrified, thinking that the child had been strangled by the umbilical cord. But that wasn't the case. Even before the baby had fully exited the woman's body, it started to move, as if everything was completely normal. The child's skin was not blue. The child's skin was covered in a layer of fur.

The baby was a mutant, like her.

" _Ghhh!"_ The woman heaved as she gave a mighty push, expelling her son at long last. For a moment, she lay back against the wall, obviously trying to catch her breath and regain her strength. It wasn't uncommon for Mothers to be extremely exhausted after childbirth, after all. And that was on top of the fact that she was suffering from a bullet wound to the shoulder, which had so far gone on relatively untreated by Janet, save for a rudimentary bandage, which seemed to be holding nicely. "Is…..is he-?"

"He's fine," Janet said tentatively as she wondered how to tell the woman about the child's condition. She was perfectly okay with it, but others would not be. "He's….um…"

 _"Whaaaa!"_ Both women let out a small gasp of joy as the wails of discomfort split the silent air. The child's arms flailed back and forth, even as Janet wrapped him up in the nearest piece of cloth she could find –a ten-year old's sweater with a Bat-Themed vigilante on the front- and handed him off to his waiting, wounded mother, who seemed to have forgotten all about her troubles the second she laid eyes on her son. " _Whhaaahhh! Eeeee! Ahhh!"_ the wailing continued, until the brunette woman placed a soft kiss on her son's forehead, alleviating some of Janet's fears.

"You look so much like your _daddy,"_ she cooed warmly, as she swayed the baby back and forth in her arms. Soft murmurs escaped the child's lips as his large, blinking eyes took in everything around him. "He was special too," she said as she leaned down and pressed her lips against his forehead, "very special. Just like you, _Kurt."_ Her son let out a small giggle as she spoke, with brought a sense of warmth to her eyes. "I wish you could meet your brother," she sighed despairingly, making Janet wonder what her situation was like at the moment. What could force a very pregnant woman to drop everything and go on the run from what appeared to be government agents? And how exactly had she planned on raising a kid while on the run? These questions and more burned through her mind, until her train of thought was interrupted by several loud bangs.

Gunfire. They both knew it.

Janet wanted to act, to run. But she was stalled, by having a child thrust into her arms.

" _Take care of him,"_ the woman commanded harshly as she picked up her weapon and cleared the chamber. She took one last look at her furred baby boy, before speeding off towards the sound of the bullets. It took Janet a long time to understand why Kurt's mother had done what she did. At first, she blindly assumed that it was out of disregard for her son. She abandoned him on the closest person possible, who just happened to be Janet Stark.

But, just days later, she began to realize something else. The woman hadn't abandoned her son, Kurt, out of selfish desire. She had left him because she had no other choice. Her life had its consequences, and she had known that Kurt wouldn't survive his infant years that way. She had given him the best life that a mother could possibly give someone, a better station for him to live in. Perhaps she didn't want her crime-riddled life catching up with him. Or she had made some powerful enemies in her past who would stop at nothing to get to her. Whatever her reasoning was, Janet accepted it as she adopted Kurt as her own son.

She would smile as she watched him grow up through the years, so happy and full of joy. He never once guessed where he had come from. Sure, she eventually sat him down and explained that he was adopted, but that hardly phased him at all. And schooling was tough, she was forced to hire a private tutor, and paid them well enough to keep their mouth shut. Both around him and about him to others. And even when she had developed the image inducer technology, she was careful. The thing was prone to sporadic failure, as one trip to the mall showed her.

But regardless of the obstacles the two of them had to overcome, they made it, and were quite happy about the way things had turned out. She couldn't have asked for things to turn out any better than they did.

xxx

"So, you're saying you _condone_ the level of violence you Avengers perpetrate?" a snake-tongued reporter asked directly, as she thrust her microphone in the faces of the Superhero duo.

"No, that's not what I-" Peter replied as he waved his hands out in front of his body, acting defensively as he did so. Jubilee smiled as she watched him fumble, finding it somewhat amusing at the very least. And relieved that no one was talking about the fact that over fifty percent of the Avengers were Mutants. Those snide comments really got under her skin, but she didn't want the media vultures to know that. Then they might take it as either a sign of weakness, or blow it out of proportion and claim that she was even more useless than they already did. "What I _mean,_ Miss Floyd, is that sometimes you can't reason with people. Especially dangerous criminals," he continued as his words gained confidence.

"Well who gets to decide who's dangerous?" the reporter, Sally Floyd, retorted rapidly, trying to punch a hole in his logic. "What's to stop you from deciding that certain politicians are dangerous? What if you decide that the _President_ has too much control?"

"If we took up arms against the President," Peter said calmly, "Or any other Nation, I don't think we'd last very long. To be honest, given how we number just Eight people altogether. Not exactly enough people to rule an entire country with," he smiled weakly, obviously hoping that what he was saying was enough to keep them quiet about that subject.

"But some people still feel unsafe with you around," another reporter, this one male, interjected directly as he held out a pen and paper, which seemed to be rather old-fashioned compared to all the flashing cameras and phones around him. "Ben Urich, Daily Bugle's _Front Line,"_ the man clarified as he stepped forward and smoothed back his hair, which was billowing in the wind. Knowing that it was only fair if she fielded a few of the questions, Jubilee stepped forward and cleared her throat as she prepared to answer the man's question.

"You're the guy who wrote that piece on Mutants a few months back," she both said and asked at the same time, "about how forcing us to register is both unethical and goes against the constitution, correct?"

"Yes 'mam," Urich replied sheepishly.

"I rather enjoyed that article," Jubilee shrugged before continuing with, "but I digress. Mr. Urich, people were always in danger, even before we came along. Crime, Natural disasters. That is the real danger. Add to the mix a few hundred people getting new Superpowers? That's just asking for trouble. We," she said as she motioned to herself, Peter, and the Mansion behind them, "are trying to tip the scales back in the favour of the little guy."

"How so?" Urich replied.

"By being a buffer," Jubilee shrugged simply, as she tugged at the back of her uniform, which was still crispy from the fire. "By standing in between innocent people and those who want to hurt them. Tell me," she continued as she noticed Peter give her back an odd look. She could only hope that her underwear wasn't showing. "How long do you think a regular police officer, or even a S.W.A.T. tactical team, would have lasted against that woman earlier today?"

"Probably about five minutes," Urich sighed with a small grin on the side of his face. "And that's being generous."

"I would have said three," Jubilee replied with a deep sigh. "Point is…. If Warbird hadn't shown up to stop that woman, a lot of people would have died. Yeah," she continued as she watched the man scribble down a series of notes on his pad of paper. "Yeah, there was some property damage, even before the quakes started," she said as she shook her head deliberately, watching the reactions of the people gathered around them. "But it could have been a lot worse."

"But some people," Urich asked assuredly, "think that these 'bad' people would just go away, if you did. What do you have to say to that?" he asked, earning a series of mumbles from his fellow reporters, and their camera crews.

"Then I think those people would be mistaking 'quiet' for 'crime-free'," Peter said as he stepped forward and folded his arms across his chest. His intent was very clear in the way he spoke. Obviously, something had struck closer to home than the reporter intended. Though, she knew that hadn't been the man's intent, based on how he reacted. "Just because you don't hear about the scum of this city, and what they do, doesn't mean they're not doing anything."

"Forgive me if I'm wrong," Urich asked with a bowed head, "but it sounds like you've got a history with the 'scum' of the city?"

"No, you're not," Peter said plainly as he shook his head.

"Care to elaborate?" the first reporter, Sally Floyd, replied with a sharp tongue.

"You don't have to…" Jubilee whispered into his ear. "I can han-."

"I got this," he whispered back assuredly, before he turned back to face the crowd at large. "When I was growing up, Mr. Urich, I lived in a nice neighbourhood. A nice mixture of older residents and new families. A fair few College students too," he added in with an unwavering tone of voice. "A nice place to raise your kids, especially given the ready supply of babysitters." He elaborated calmly. "One of those babysitters, who babysat _me_ a couple of times, was the perfect specimen. A young female College Student. Well-liked by everybody who met her," he continued pointedly. "Absolutely the best babysitter one could hope for. _I_ certainly liked her a lot." Jubilee gulped, getting the feeling that this was leading somewhere she wasn't sure she wanted to know about.

"One day," Peter said slowly, "she was found behind a dumpster. Over fifty percent of the bones in her body were broken. She was, of course, taken to the hospital," he seemingly finished.

"So she was a victim of a crime?" both Floyd and Urich asked, nearly simultaneously. "A break-and-enter?"

"She was involved in a crime," Peter replied as he unfolded his arms. "Just not the kind you'd think. The police found a hard-drive taped to her chest. Containing pornographic images of some of the children she had babysat. So, Mr. Urich, I will reiterate," he said bluntly, "just because you can't _see_ a problem when you first look, doesn't mean it's not there. No more questions about it," he finished bluntly, crushing the hopes of many of the reporters, who obviously wanted to hear more about what had happened. And Jubilee was with them on that, though she had a lot more restraint, and didn't demand an answer, like the crowd did.

xxx

"As I explained, _Captain Rogers,"_ The older Lorelei, the one supposedly from the future, explained calmly. "The Scythe cannot be wielded by just anyone, it requires a specific host," she said, as she motioned to the aforementioned weapon, which lay on a table back at the Howling Commando's base in New York. After their meeting in Cairo, the Sorceress had been gracious enough to transport them back to the base through her powerful magic, but still had failed to properly explain the mechanics of what she was saying. "Much like Donald Blake's Hammer," she continued, in a mild huff as Phil Coulson entered the room, flanked by Blake and Thompson. The only one not present was Blink, and Steve could completely understand her reasons for being absent. If she hadn't already not been there, he would have ordered her out of the room, for her own sanity's sake. "Its true power will not be unlocked until the one it is destined for touches it."

"So it could be a few thousand years?" Coulson asked as he eyed the sharp-edged weapon with mistrust.

"Or a few seconds," Lorelei replied calmly as she folded her hands behind her back. "Phil, it is good to see you again."

"I'm sorry?" Coulson asked, as he looked from Steve to Lorelei and back again. "I don't think I've quite made your acquaintance. You are?"

"Lorelei," the woman replied swiftly, "Sorceress. Succubus. Founding member of the Avengers. Technically number Seventy-Five on your list of most dangerous individuals in the world. Right above one Miss Jean Grey, and directly below my own Sister. Though," she said as she tilted her head to the side as she examined the people in the room. "I am willing to overlook your short-sightedness, and not take it as an insult," she continued as she pushed a lock of hair out of her eyes, "and also suggest that you remove Eric Parker from the top spot."

"So far," Coulson stated smoothly, "that man has managed to outrun every Government, every law. He has overpowered Captain Rogers, the Avengers, which, might I add, includes yourself and-."

" _Ha!"_ Lorelei laughed as she tossed her head back and chuckled. " _She_ cannot hold a candle to what I am capable of, Phil."

"I find that hard to believe," Blake chortled.

"Imagine the ability to atomize every single being within a hundred mile radius," Lorelei chuckled as she walked around the radius of the room once more. "With a whim. The mental discipline alone would confound most human minds." She plainly explained as she folded her hands out in front of her body. "Fortunately," she added in calmly, "a significant portion of said power is devoted to keeping our universe safe," she sighed.

"The universe?" Coulson asked, as he looked towards Steve, who simply shrugged, not knowing what exactly she was referring to.

"Our Universe," Lorelei shrugged. "Keeping it from _colliding_ with others. Very nasty business. Only a handful are left, however," the strange woman finished, acting like she had accomplished something that they should appreciate. The problem was, no one in the room, aside from Lorelei, knew if she was telling the truth. They either had to accept what she was saying, or accept that they couldn't change the fact that she was lying. Their silent judgment was interrupted by the arrival of the youngest-looking Agent Steve Rogers had ever seen in his life. "You may rest easy, Phil. Only a handful remain at this point. Most of which are too far from our own to be of any concern." Lorelei finished, as the young man fully entered the room.

He was a young male, perhaps in his mid-teens. He had a short crop of black hair. His uniform was loose and smudged in places. He wore a goofy expression on his face, which gave away his age, even more than his attire and unbalanced gait. Almost immediately, Steve saw the boy's eyes drawn to Lorelei's posterior. _Immature, lazy, inexperienced,_ where the words that came to mind when he examined him thoroughly.

"Doctor Cho," Coulson sighed as he indicated towards the boy, then to the Scythe on the table. "Thank you for meeting me on such short notice."

"My pleasure," Cho replied as he tore his eyes of the Sorceress and looked at the weapon on the table. "Interesting find here, Mr. Coulson. A very fine steel quality. But the design is that of Ancient Greece. Or based on it, at least," he said as his eyes ran up and down the pole and blade of the weapon. "No wearing on the handle. The handle should have some markings on it, unless it was perfectly preserved moments after it was made. I think that-."

"Magic, Amadeus," Lorelei said calmly as the boy ran his fingers over the handle. "Preserved by magic."

"There is a six in four-hundred and sixty-seven chance that you're lying to me," Cho replied without even looking at her. "More puzzling, however is the fact that you know my name. A one in thirteen chance that you heard it on your way here. And a three hundred twenty sixth of a chance that you guessed it properly. But even more puzzling is your rack's miraculous ability to defy grav-"

"Agent Cho," Coulson coughed deeply. "Focus. Or-"

"-you will cut off my access to social media and online gaming," Cho replied with a huff. "I give it a seventy-three and one eighth percent chance that you will go through with that threat. A sixteen and one-half percent chance that you're lying to me. And a ten and two-eighths percent chance that you'll forget entirely. Rather favourable odds for you, Agent Coulson. Now, the Scythe," he babbled as he ran his hands up and down the weapon, searching for details. Steve, on the other hand, gave Coulson a weird look, questioning his sanity in bringing a _boy_ into a serious, government-led investigation. A boy prone to spouting nonsense, no less.

"Amadeus Cho is one of the smartest people in the world," Coulson explained with a sigh as he folded his arms across his chest. "We caught wind of him a few years ago, after he hacked into one of our drone systems."

"Why did he do that?" Agent Thompson shrugged as he shuffled his feet.

"Fun." Cho replied.

"To watch a few supermodels suntan," Coulson corrected.

"Like I said," Cho shrugged, "for fun. I must withdraw my previous statement. This specimen has not been _perfectly_ preserved. If you will direct your attention to the top third of the blade," he said as he pointed towards the moon-shaped tip. "You will see a single indentation less than half a millimetre. I hypothesize that the indentation was caused by the blade striking something of equal or greater strength, with a tremendous amount of force."

"Doesn't look like much damage was done," Thompson shrugged. "A weak swing, probably."

"On the contrary," Cho chuckled as he ran a hand through his hair, "quite a bit of damage was done, all things considered. My initial estimate of the tensile strength of this weapon is that it is far more durable than your skin, Mr. Thompson. Perhaps the only two comparable substances on this earth being Adamantium and Vibranium." The black-haired teen shrugged as a grin cracked the side of his lips. "So, the item which was _struck_ would have to be of a similar strength and durability. Am I wrong?" he said, as he turned back to face Lorelei, who nodded.

"No you are not wrong," the woman replied calmly. "This Scythe is one of seven 'sacred' weapons. Along with its kin," she said as she nodded towards Agent Blake. "It was once wielded by the vanguard of the Phoenix, containing a mere fraction of her power and imbibing the wielder with godly gifts," she continued gravely as she tapped her fingers on the table. "They were scattered after her ultimate capture, but are destined to return upon her _revival."_

"Revival?" Coulson chuckled disbelievingly, "That's impossible. You can't come back from the dead. It-"

"Remember how I told you that I am keeping other universes at bay, Phil?" Lorelei asked pointedly. "Because I can also see into them. And it amuses me that _you_ of all people would say such a thing, given what I know. But," the Sorceress said with a sigh as she placed her hands on the table, "yes, revival. In a manner of speaking. This is not a simple three-day biblical rising. More of a transference," she huffed as her eyes darted around the room, from person to person. "Of the soul. Once the Phoenix's host dies, her soul is merged with that of her closest female descendant. Drastically increasing her power levels."

"What kind of powers are we talking?" Coulson asked with a shake of his head.

"To put it simply," Lorelei answered softly, "if it exists, she could control it. Fire, light, matter, gravity, speed and time. Even reality itself would have bent to her will, had she not been captured." She shook her head before continuing, "but, it seems as though her soul has somehow returned, and found a new host. And as each new weapon is found," she said as she indicated towards the Scythe, "her powers will slowly return, until she will be able to overwhelm anything the universe can throw at her."

"That….sounds bad," Steve said gravely, as he wondered if he should be bringing the Avengers in on the situation.

"It is," Lorelei replied with a huff as she brushed her hair aside. "She could destroy everything that exists. You. Me. Stacey. The-."

"'Stacey?'" Coulson asked, slightly bewildered as he cocked an eyebrow. "Who's-?"

"My daughter," Lorelei replied shortly, "who, I believe is currently sinking knives into target dummies on your practice range," she said as she straightened her back "And who I must have a length conversation with, before my time here is up," the sorceress finished as she made a beeline for the exit, only for Agent Thompson to block her path with his bulk.

"I don't think that's such a good-," the Agent began to say, before he was roughly tossed to the side like a puppet on strings. He didn't land hard, but the intent was clear, and Lorelei had more than enough time to gently step through the hallway as he got back to his feet. "I think I see where Blink gets her temper from."

"And I can see where she gets her assets from," Cho chuckled to himself. Steve gave Coulson a disproving look before walking out of the room, having the feeling that he was about to be needed elsewhere in a few short minutes.

xxx

"Well she certainly wasn't lying about the break-and-enter," Jean said as she examined the floor, seeing the muddy footprints and warped frame of the door. She could also make out an indentation in one of the walls, which told her that something had hit it, hard. Most likely a body. As she examined the floor, she heard a car pull into the driveway. She only paused briefly to examine the mind of the man coming inside, making sure he wasn't a threat. She didn't go any farther than she had too, only determining that he was a Police Captain, named George Stacey. Immediately she made the connection to Carol Danvers, as her name was at the forefront of his mind as he exited the vehicle. She was his daughter, Jean learned. "You'd have to be superhuman to bend the handle like that," she added in, though no one was really listening to what she had to say.

"George!" Janet exclaimed as she practically threw herself at the man. "It's….It's-."

"It's going to be alright," George replied as the two of them broke their hug, and he crouched down low, to examine the scene. "We'll find him. How's my-?"

"She's fine," Janet assured him as she rested her hand on his shoulder. "A little roughed up, but she'll make a speedy recovery."

"How long until-?" George asked as he pulled on a pair of gloves.

"A few hours, at most," Jean remarked as she straightened her back fully. "Her body recovers from injury at a substantial rate. Not the fastest healing Avenger, but still extraordinary by most standards." She said as the police Captain stepped past her and looked at the indentation in the wall. He ran his gloved hand over the outline before examining a small pile of dirt that had collected at the base of the wall, which Jean had not previously seen. He traced a finger through the air as his mouth formed words.

"'F' – 'I' – 'S' – 'K'," George sighed as he stood up and wiped his brow. "Wilson Fisk. The most dangerous man in the city. _Damn,"_ he finished as worry lines crossed his face.

xxx

**Queens, New York:**

**Ten Years Ago:**

"Goodbye!" Samantha Westcott waved as she watched the little boy walk away, hand in hand with his Uncle. She smiled as the two of them walked down the hallway, "maybe next time we'll go to the museum, huh, champ?" she asked with a genuine grin.

"Really?" the boy beamed, as he looked up towards his Uncle, who smiled and nodded his approval. "That'd be _so_ awesome!" he said as he merrily skipped down the hallway, not a care in the world. Samantha slowly closed the door and turned towards her computer, and turned the screen on. Once the screen illuminated her face, she looked up at the web-cam, which was carefully hidden in the shadow formed by an overhead shelf. She moved the cursor across the screen, and hit the 'playback' button. A knowing smile crossed her face as she watched the events play out on the small screen, even though she had just experienced them firsthand.

"A decent payday, I think," Samantha mused to herself as she got up from her chair and walked towards the refrigerator. She pulled out a bottle of wine, and poured herself a glass, thinking she had earned it. _The Parkers pay decent enough,_ she shrugged to herself as she walked back towards the couch, and turned on the television. _But, you know, why not earn a little cash on the side? It's not like I'm really hurting him, after all. If he didn't like it, he'd tell me,_ she thought to herself as she took a sip of her red wine and clicked through channels, until a sitcom caught her attention.

Unfortunately at that moment, there was a loud knock at her door. Acting fast, Samantha minimized her computer's video and shut down the speakers before walking over to the door. Obviously, she knew that there was always a chance of an angry parent of relative seeking vengeance. She just wasn't prepared for what came next.

Before she could open the door, it was opened for her with a mighty _slam!_ Someone had kicked it in, and even before the door had fully hit the floor that somebody was on top of Samantha, launching her over the back of the couch. She opened her eyes to see a woman with short white hair pinning her to the ground. The only part of the girl that could move was her left arm, which she used to try and punch her assailant. Her efforts were fruitless, as the woman caught her fist with an open palm.

With only a slight flex of her hand, the assailant managed to crush all of the bones in Samantha's hand, earning a scream of pain from the college student.

"I heard you like hurting others," the assailant growled, as Samantha felt something snap in her ribcage.

"Stop!" Samantha screamed, begging for mercy. "Stop, I don't-!"

"You don't _WHAT?"_ the assailant roared as she flipped Samantha around like it was nothing, then proceeded to dislocate her shoulder with absolute ease. "You _don't_ prey on children? You _don't_ exploit them?" she fumed as she brought her fist down on the back of Samantha's knee, shattering it.

"I…..I didn't…." _SMACK!_ The woman drove the bridge of her hand into Samantha's throat, breaking her larynx, and depriving her of her ability to speak for some time.

"Don't lie to me, _bitch!"_ the woman growled as she hauled Samantha to her feet, and delivered a rapid series of punches to her stomach, shattering the rest of her ribs as she did so. "I've done things, horrible things, to people. A lot of them," she continued as she mercilessly twisted Samantha's good wrist in a three-hundred-and-sixty degree circle, "didn't deserve it as much as you do. I'm going to make you _suffer,"_ she bellowed as she ran towards the only window in the apartment, "for even _thinking_ about touching him," she finished as she slammed Samantha's head through the glass door, and tossed her out onto the balcony.

Xxx

**Latveria: centuries ago**

 

" _And_ she is still out there, grandfather?" Viktor's grandson, Lucian asked intently from where he sat, next to the hearth. It had been a decade and a half of long years since his country had nearly been destroyed by the Phoenix. A handful of soldiers had pulled themselves out of the rubble, and helped the many displaced citizens begin to re-build their lives. It had taken over half the decade to re-build the fortress alone. But that was due to his specific demands to use a special metal called _vibranium_ to reinforce it. He wanted to do everything in his power to make sure that his people would never again be defenceless. "Will she come back, and destroy us?"

"Yes," Viktor told his seven-year old grandson, who was taking after his ancestors very well. The boy was already showing signs that he would be a very tall man in later years. He was of a sharp mind, being tutored by some of the best and wisest teachers in the country. And he possessed a body to match, training daily with skilled sword-masters and martial artists. "Yes, Lucian, the Phoenix _will_ return one day. Perhaps tomorrow, or the day after. Or perhaps a year, or ten from now. We do not know," the aging King said grimly as he folded his hands together.

"Is she as powerful as they say, Grandfather?" Lucian asked with keen eyes, "Can she really move the Earth?"

"That and more, I am afraid," Viktor replied heavily as he placed one hand on his knee, readying himself to stand as his son, Draco, entered the room, with each arm draped around a concubine. Unlike his father and son, Draco was not fit to be a warrior. He had grown instead into a cunning schemer. He was much more suited to battling with the common folk than Viktor was, which was a useful trait. A trait offset by his apparent laid-back attitude. Neither of the women his arms where draped around where Lucian's mother, who had died two winters ago from a bout of illness. He had replaced the Queen-to-be with common harlots, who Viktor despised deeply. "Draco, they have no place here," Viktor commanded as he rose to his feet.

"Come off of it, Father," Draco replied casually as he waltzed into the room. "They mean you no harm. They are not assassins, or mercenaries. I personally had them screened."

"I do not doubt that, son," Viktor said with contempt, as he eyed both the women closely. One of the women had olive-tinted skin, and almond-shaped eyes. She was the shorter of the two, but her arms and legs were slightly thicker. The King guessed that she had come from a family of farmers. The other woman, who was taller and thinner, was obviously from Asia. The South, if he guessed correctly. Her hair was tied back behind her head in a long braid. Of the two, she was wearing the more modest clothing, a traditional Latverian gown that was perhaps just a little too short around her ankles and shoulders. "But your _escorts_ have no place in here. Dismiss them, so that we may begin our business," the King said firmly, as he eyed both the women. The first one, who was shorter, turned away her gaze immediately. She knew her place.

It was the other who troubled him. She looked him directly in the eyes defiantly. A spark of power flew through them as Viktor leaped to his feet, his movements being that of a man twenty years younger. His hand flew to the hilt of his sword as he called for his guards, praying that he could at least hold the wench off for a few seconds. He recognized her features immediately as being too similar to his old foe the Phoenix. Unfortunately, she saw exactly what he was attempting to do, and moved faster than he could have expected.

She swept her hand across her body with ease, thrusting Viktor and Draco, who was in the midst of drawing his own blade, across the room as bright red flames raced up and down her frame. A cackling laugh escaped her lips as she towered over the two trapped men. Viktor's only condolence was that his grandchild had managed to slip away during the commotion, though that was only a small bit of hope in the face of a much larger threat. He knew that if this woman was anything like the previous Phoenix, she would have no trouble laying waste to the entire country in order to get at him.

xxx

"This certainly is an unexpected situation," a cultured voice said from the darkness. "I ordered a simple job. A quick mugging, as revenge for certain insults your boss has paid me," the man's voice continued as something struck Kurt's side, bringing him to a state of semi-alertness. He was hanging from a metal rack. His hands where bound to the top with twist-ties. He also knew he was sporting several injuries. When he let out a ragged breath, several of his ribs cracked in protest, causing tears to swell up in his closed eyes. "But please, don't take it personally."

"Why….would you think that I…. would do that…?" Kurt spat, feeling the blood trickle out of the side of his mouth. He remembered being taken by surprise. A woman had shown up at the door, and knocked him across the room with a single punch. Someone else had dragged him into a car, and he had been moved from place to place every hour since then. He took a deep sniff of the air. It smelled dirty, unclean. Yet there were hints of lavish scents radiating from the people around him.

"Something about your character," the man shrugged. He was a big man, possibly one of the biggest men Kurt had ever seen. He stood at about six foot ten feet tall, and wore a crisp white suit. But that wasn't what made him big. What made him big was his thick build. The man's neck was almost twice as thick as Kurt's. His arms where thick slabs of muscle, hidden behind expensive fabrics. A façade. "Something that I actually find rather _admirable._ A common trait," the man reasoned calmly.

The man was Wilson Fisk. Kurt recognized him from the television.

"I'm nothing like _you,"_ Kurt spat bitterly, as he rustled against his chains. He thought about trying to teleport away, but then realized that he was still disguised by the image inducer, which was concealed as a watch on his wrist. If he teleported away, he would be compromising his identity, and Janet's as well. So, he would have to stay put, for the time being, at least.

"Well not yet," Fisk shrugged as he paced the length of the small, dimly-lit room. "But, give it time, Mr. Wagner….or is it Stark? Has my rival officially adopted you?" Kurt's words were caught in his throat. No, Janet had not officially adopted him. Technically, it was illegal for her to do so, for anyone to do so. Mutants where still considered a breed of animal by some laws. Sure, the laws where changing, but that didn't help his case much. While everyone he knew celebrated the fact that things were indeed better for Mutants out there, they really weren't. The only Mutants who were able to gain acceptance where the ones the average Joe couldn't see.

Jean Grey, Charles Xavier and Janet Stark, they were the type of people who things were improving for. They were the kind of Mutant who could walk into a building without people running in fear. They could walk down the street without harsh glares. He couldn't. If he walked into an airport, he'd be tackled and accused of terrorism, just like the rest of the mutants like him.

He was treated just like all _true_ Mutants.

xxx

"You seem a little miffed," Jubilee quipped as the two of them walked down the hallway of the mansion, after escaping the horde of reporters outside, thanks to the timely arrival of Captain America. For almost two hours, the two of them had been pestered with questions ranging from their true names, to their opinions on current events, to who their favourite teammate was. The last of which had earned the media-types some hilarious answers. "Anything I can-?" she began to ask.

"I wasn't raped, if that's what you're thinking," Peter replied swiftly as they turned the corner.

"I wasn't going to ask _that,"_ she chirped light-heartedly, "not after all the _bullshit_ I went through with Mr. Lebeau. I just figured that you'd want to, you know….. _talk."_ she shrugged as she patted him on the shoulder gently. "Especially after what happened when you kinda sorta got _impaled_ by that bench." A small smile formed at the base of his lips as he realized _exactly_ what she was talking about. Both their cheeks flushed a scarlet red colour as they averted their eyes briefly. Obviously neither one of them were very comfortable talking about the fact that they kissed right at that moment. "You know, _saving_ me?"

"If you want me to be honest," Peter shrugged nervously, "It was a spur-of-the-moment thing. I didn't act, I _reacted."_

"So you weren't desperately trying to save the damsel in distress?" Jubilee smiled as she twirled around, showing off her midriff-bearing black top. He did his best to _not_ stare at her nicely-shaped rear end, instead focusing on the section of inked skin on her lower back. He couldn't see the entire thing, however, as her top covered the top two thirds. "Where you?"

"Sorry to burst your bubble," Peter shrugged, and less than a second later he regretted his choice of words, and attempted to go back on them with, "I mean, I _would_ save your ass…. _skin!"_ he fumbled as he felt his cheek heat up as blood flushed to them. " _OH…"_ he grunted as he slapped himself in the side of the head, earning a giggle from his female compatriot. "Jeez I need to think before I speak," he cursed as he sunk his head into the palms of his hand. He was so distracted that he didn't notice Jubilee giggle, and lean forward until it was too late to stop her. Because he stood at just over six foot, four inches tall, a full six inches taller than he had been before being injected with the super-soldier serum, and she stood at a mere five foot five inches, she was unable to reach his cheek. Until she stood on her tip-toes, then she was able to quickly press her lips against his cheek for a swift, disarming kiss.

"I think we're both happy you saved my ass, Peter," she smiled as they locked eyes, "given how you can't stop _glancing_ at it."

"I uhh…" he stammered, unsure of how to recover from his blunder of words. He couldn't outright _lie_ to her, it wasn't in his nature. And she would probably see right through the ruse anyways. So, he had to improvise. "I was looking at the tattoo. Honest," he said as he raised his hands in mock self-defence.

"That's a….. Interesting statement," Jubilee teased as she pressed him against the wall, "given how I don't _have_ a tattoo."

"Yeah," Peter said quizzically, not sure of where she was coming from. He had clearly seen that she had a tattoo on her lower back. "You _do,"_ he said, understanding that she might be kidding.

"No I don't," Jubilee stated clearly as she backed away from him, killing the mood.

"Yeah, you do," Peter said with a chuckle. "On your back. Turn around and I can see it," he said plainly.

"We'll see about that," she half-smirked as she spun around and lifted the back of her shirt, fully exposing the tattoo for him to see. To him, it looked like a wonky cross between the _Illuminati_ symbol, an _eye_ and a _bird._ The lines where crisp and uniform, so he knew that it had been done by a skilled artist. But the ink was not entirely black, more of a reddish-brown colour, which struck him as unusual. As far as he could see, the shapes and curves meshed perfectly with the contours of her body. " _See?"_ she asked, sounding oddly confident in herself.

"I do," Peter replied plainly, playing along. "Right here," he continued as he gently traced his finger across her lower back, forming the outline of the tattoo.

"You're just saying' that to get to touch _this,"_ Jubilee quipped as she spun back around, her playful demeanor returning in full. "Not gonna work, _stud._ You're gonna have to try a _lot_ harder to see the entire package," she grinned as she flicked her hair to the side and beamed upwards at him slightly. "I think someone's a little jealous. I got to see you in your birthday suit, and now you wanna see mine…"

"While I do want to see your birthday suit," Peter said, blushing as soon as the words left his mouth, "I'm not lying," he elaborated firmly, "you _do_ have a tattoo…or a very elaborate birthmark. Or a burn scar of some sorts," he finished confidently, knowing he was in the right. He assumed that Jubilee was about to give in, admit defeat. But she didn't, backing away once more defensively, causing him to become genuinely confused. Why was she so vehement about denying her tattoo? It wasn't as if he was attacking it or anything. "Turn around," he said calmly, "and I'll take a picture to _show_ you."

"I don't need to be shown," she scoffed slightly, "I know for a fact. But if it'll help you understand…." She sighed as she spun around and lifted the back of her shirt, once more revealing the inked skin for him to see. With fluid grace, he snapped a picture of the art-work engraved on her skin, and showed her exactly what he was referring too. A cadre of expressions crossed her face. Briefly at first she had a look of confidence. Then, she bore an expression of surprise and shock. Then one of disbelief, then acceptance, as she ran her hands across her back. Peter on the other hand, couldn't quite understand what the hell she had to be surprised about. He didn't believe there was any way that she could have such an elaborate tattoo on her body, and not have anyone know about it. "I….. _what the hell?"_ She said, disbelievingly as there was a knock on the door. "Don't tell anyone, please," she said curtly as the two of them quickly pulled to the side, and peered out the tiny peephole in the doorframe.

The way the mansion was constructed made it so that it was nearly impossible to tell that the two 'main' entrances where actually to the same building. Most people came to the door asking if they could sneak around the back, and try and grab a picture of the Avengers private lives. Of course, they were always turned down politely, and had to be chased off on only a few occasions. So, Peter wasn't too worried about answering the door in his civilian clothes.

Outside, they could see two people. One, Peter recognized as the woman who went by the alias of 'Spider-Woman' and "Black Cat' interchangeably. The other, was a complete stranger, wearing street clothes that looked like they had been put through a car compactor. He was being supported by the female vigilante's shoulder. Half his face was covered in blood, and the other half in bruises. His nose was broken, and Peter could see his arm hanging out at an odd angle. He quickly opened the door and put on a shocked expression.

"If you're-" he began to say desperately.

"Cut the crap, kid," the woman grunted as she pushed her way inside the door. "I can see right through your clever little ruse here," she snapped as she dragged the half-conscious man through the doorway. "It's good enough to fool those carrion birds outside, but not me. I've had this place scoped out for a few months."

"Then you know why we're not to be messed with," Jubilee growled as she raised her fists into a fighting stance.

"You tried to beat me before," Spider-Woman replied with a huff, "ten months ago. You can blind me, but that's about it, _Wondra._ There is nothing you can do to me to hurt me," the woman continued in a matter-of-fact tone of voice. "Unless you can, and are willing to blow my entire head off. Which I don't think your _boyfriend_ would approve of," she finished with a slight scowl.

"He's not-," Jubilee muttered, as Peter stepped in.

"What the _hell_ are you doing here?" he challenged fiercely, "And why the fuck should I trust you?" he asked. For the briefest moment, a look of shock crossed the woman's face. Apparently, she hadn't been expecting such a hostile response from him, but he felt that she had earned it in spades. This was, after all, the woman who had been present when he was first given his superpowers, almost a year ago. According to Captain America, she was one of the most wanted people in the world. She had once ambushed him, seemingly for _fun,_ and was now carrying a half-conscious man through their hallway. He deserved some answers from her, at least.

"You should trust me, _kid,_ " Spider-Woman growled, "Because I know where your friend _Nightcrawler_ has been taken. And _he,"_ she said as she indicated to the man resting on her shoulder. "Has valuable information which could help us save his life! Now, get the Captain and the Succubus in here, and call back the other two," she ordered with a commanding tone of voice. "Because we're about to mount a rescue mission in a few hours."

xxx

"Go away," Blink hissed darkly towards the woman who had given birth to her a decade and a half ago. Or in five years, whichever way one put it. When she thought deeply about t, or talked with anyone about it, it actually hurt her head. The only ones who could really make any sense out of it where Steve Rogers and Amadeus Cho, the latter of whom had used a string of long words that would make any linguist's tongue tie up into a knot. She didn't look away as she fired off another series of bullets into the target dummy, obliterating its midsection completely.

"We need to talk," her mother said plainly.

"No," Blink snapped back as she fired off several more rounds, "we don't need to talk about _anything._ There's nothing you can say to me that will change how I feel."

"There is," Lorelei sighed deeply as she placed her hand on her daughter's shoulder gingerly. "There is a _lot_ we need to discuss, Stacey. There is a lot that you need to underst-"

"Alright," Blink growled as she set the rifle down, and turned to face her mother head-on. "Let's see what I _don't_ understand. You _left_ us in order to try and change the world, correct?"

"I did," Lorelei replied plainly.

"Knowing that you left me and Dad in a warzone. Knowing that either one of us could die at any moment?" she asked directly.

"I knew that your father would never let-," Lorelei began to reply.

"Two weeks after you 'disappeared'," Blink shouted as she pulled up her uniform's sleeve, and revealed an angry scar over her shoulder. "He went out on a patrol, leaving me and James Rogers alone with a handful of survivors," she continued as she thrust the scarred tissue in her mother's face, driving home her point. "Marauders came. Killed a few of the guards for food and supplies. They were gonna take me as well," she said, earning a look of horror on her mother's face. "And would have, if James hadn't killed two of them and started a firefight. One bullet managed to graze me here," she said, as she indicated to her shoulder. "And another went through _here!"_ she snapped as she lifted her shirt, exposing a nasty scar over her stomach.

"Are you looking for an apology?" Lorelei asked pointedly as she folded her hands together. "Because you were born in a-"

"No, I'm looking for an answer!" Blink cried out as she shoved her mother back. "After you left, we searched for days! Weeks! Dad scoured the area, looking for some _trace_ of a _body_ to bury! He risked _everything_ for some sense of closure! And now," the pink-skinned woman from another time growled as she advanced on her mother, "you have the _gall_ to show up here and ask for-?"

"Blink!" someone to her left shouted, and she glanced over her shoulder to look at the speaker. Agent Thompson was walking towards her at a steady pace, "Coulson wants you back inside for a debriefing." Blink gave her mother one final glance before she set her weapon down and simply walked away, doing her best to compose herself before she got anywhere near the commander of the base. She didn't even stop to look at her fellow Agent as she passed him by, despite the perplexed look on his face. Obviously, he wanted answers. But she wasn't in the mood to give them at the moment.

xxx

"He's got several fractured bones as well as a few lacerations to his face and torso," Marie said plainly as she crossed her arms in front of her chest. On the table before them lay a man in agony. Steve could see his disfigured bones and torn skin easily. The man had been through hell and back. It was a wonder he was still alive. "I found him in an abandoned alleyway several blocks from here while scoping out Wilson Fisk's personal residence." As she said this, several questions were raised in Steve's mind. Why would she help this man? Why was she staking out Wilson Fisk? And why was she insisting on helping recover Kurt Wagner? She had never shown much interest in anyone unless she considered them a valuable ally. But he failed to see how Kurt could be considered an ally of hers.

Of course, he realized that since Kurt was an Avenger, she could be attempting to gain favour with the team as a whole. But what purpose could she have for that?

"I can heal him," Lorelei replied plainly as she freed her arms, readying herself to perform arcane enchantments. Over the past few months, Steve had definitely noticed an improvement in her attitude towards the rest of the team. While she wasn't exactly the most _sociable_ person in the world, she had proved herself to be a valuable teammate and crucial in several life-or-death situations. The fact that she could transport them across great distances, and was capable of healing serious injuries alone was enough to earn his respect. Before, she barely gave anyone the time of day. Now, she was more than willing to sit down and chat with just about any member of the team. _Save for perhaps one,_ Steve told himself as his eyes flickered around the room. "But it will not be without a great deal of pain."

"Do it," Marie barked as she folded her arms across her chest. "We need what he knows."

"You seem to know a fair bit," Peter asked pointedly, "what does he know that you don't?" It was a valid question, but Steve was slightly concerned that it would earn him an aggressive response from the slightly volatile woman.

"Floorplans. Security. Armament," Marie replied tersely. "He's been inside Fisk's compound to a degree most police officers would kill for," she continued, as Jean Grey and Janet Stark burst into the room, followed closely by a man in a police uniform. Steve recognized him as the same man Coulson had several meetings with following the unfortunate incident that occurred after. "And he'll be key in getting inside, from what I've seen," she said as Lorelei continued to run her hands up and down the man's torso. The man, in return, shivered in pain.

"P…Ricochet," the Police officer asked, "where's-?"

"Upstairs," Peter replied with a nod, "resting. She should be alright in a few hours."

" _Uuggg…"_ the man on the table moaned. His arms flailed weakly as his eyes fluttered open and closed. "Where's…?" he muttered slowly as his eyes began to focus on the world around him. Before Steve's eyes, the man's wounds were healing themselves, sowing themselves together. His breathing became less laboured and more normal. But only for a brief few seconds. His eyes snapped open as he launched himself upwards and tackled Jean Grey like a footballer. Jubilee was his next intended target, but Peter intercepted deftly. He caught the man's descending arms with his own. However, as soon as their bodies collided, the man shattered into a shower of tiny dots.

Dots, which upon further inspection, turned out to be _ants._ Ants which re-formed themselves into the same man, minus his clothes. "Where's Cassie!" he shouted as he tossed Janet across the room, and the police officer, George, went for his gun. At the same time, Jean recovered from his attack, and telekinetically slammed him against the wall, Ants and all. "Where is she?!" he roared fiercely.

"Calm down," The Police officer snapped, as he kept his weapon trained on the man. "No one here wants to hurt you."

"If you," the restrained man growled, " _any_ of you, hurt my little girl, I'll rip your _fucking_ throats out!" He challenged as he struggled against his restraints in a vain attempt to break free.

"If we-?" Peter blurted as he looked around the room. " _Hurt_ your little girl? Dude, we're the _Avengers._ We don't do that sorta thing!"

"You're lying to _me!"_ the man cursed violently. "I know you're-!"

"Ms. Marvel," Steve said firmly, addressing Jean Grey by her codename, "can you calm him down? There's no way we're going to get through to him this way," he finished as he crossed his arms in front of his chest.

"A little," Jean replied as she rested her right hand on the side of her forehead. "You know my feelings about deliberately abusing my power."

"Do it," Steve ordered firmly, "if what _she_ says-" he nodded towards Marie, "-is correct, then we will need what he knows. For Kurt's sake," he said, more for his own sake than anything else. His eyes flickered towards Janet, who appeared to be either on the verge of tears or a rage, he couldn't tell which one. But it wasn't her expression that held his attention. It was the wayward Super-soldier who held his attention. He put aside her distracting beauty and focused on her facial features. Her jawline was tight. She was _worried._ More worried than he had ever seen her before, even in the heat of battle. Was it because she was in a room full of people who posed a threat to someone as dangerous as her? Or something else?

As he pondered this, the captive man's features relaxed slightly. Jean's breathing relaxed as she rested her hand by her side. "He's good," Jean sighed deeply.

"Where-?" the man mumbled as he shook his head, "where am I?"

"Avengers Mansion," Steve said calmly, "can you tell me your name?"

"I uh…." The man said softly as his eyes travelled around the room. "I…. _shit…_ "

"Yeah, you're star-struck," Peter quipped lightheartedly, "but…. _Language!"_

" _Quiet,_ Peter," Marie snapped briskly as she stepped forward, "this is serious!" Steve's eyes flashed towards Peter, who glanced in his direction, shortly before looking to the left, towards the young woman by his side. All three of them had heard it, there was no doubt about that. But that information would have to wait, until their more pressing matter was resolved. "Tell them what happened to you," Marie continued, as if nothing had happened, as if nothing shocking had been said.

"Scott…" the man mumbled softly, "Scott Lang…..if you really are the Avengers, the heroes people think you are," he said as he supported himself against the wall. "You'll… you'll save my daughter," he continued s his legs seemed to lose their strength and he crumpled to the floor, only for Janet to catch him, so that he didn't wind up hurting himself. "Fisk," he clarified slowly, "Fisk, I….I think he took her to the place that he has that _other_ guy. The blue one," he whispered, " _I tried, I tried, I tried, I tried, I tried,I tried, I tried,_ _I tried….."_ he finished, descending into a series of powerful sobs.

xxx

 _My head…._ Kurt thought as his eyes fluttered open again. He had been moved to another room. This one was colder and damper. He was lying against a wall, still bound by a pair of handcuffs. He tried to simply teleport out of there, but found himself unable to move, thanks to the Mutant Power dampener sitting three feet from him. And, sitting a few feet from the dampener, was a dirty, bruised six-year old girl. A short crop of blonde hair fell down from the top of her head. Her clothes were marred with dirt and grime, but she appeared to be unharmed.

Physically, at least.

Briefly, he wondered why she was there with him. But then he remembered who was holding him prisoner. If someone was capable of kidnapping and torture, they surely wouldn't be above holding a child prisoner. He tried to stand, still thinking about what Fisk had told him. It was remarkably true, but was of no use to him at the moment.

"Why'd they take you?" He asked tentatively. Something hot trickled down the side of his face. He reached up with his fingers as best he could, and discovered a trail of blood.

"The big man is mad at my Daddy," the girl choked as she retreated inwards on herself. "They took him away."

"Oh," Kurt replied as he looked away. "Yeah, someone I know made him mad too."

"But my Daddy's coming," she half-cried, obviously trying to console herself more than him. "He will. I know he will. He's…..he's a _superhero."_ Kurt almost scoffed as she spoke. On one hand, she may have considered her father a hero. But on the other, he knew that if anyone but the Avengers, or a well-armed S.W.A.T team entered the Kingpin's fortress, they would be gunned down in the space of a few seconds. He debated telling her this, but realized that would crush her spirit completely. And although he didn't have any reason to care about what happened to her, he couldn't bring himself to tell her the truth. The two of them simply sat in the darkness, waiting for something to happen. Perhaps the guards would return and bring them somewhere new. Or perhaps there would be a rescue mission mounted by the Avengers.

Either way, he knew it would be a while before they had any sort of company.

Xxx

"You guys hear something?" Jack Thorton, one of ten Security Guards stationed in the front entrance of Wilson Fisk's Tower asked. He rose from his monitoring station and double-checked that his gun was loaded. In his ten-year career, he had encountered one too many junkies who had been screwed over by the Kingpin of Crime to even consider letting his guard down. Though, on most occasions it was simply a lost pizza-delivery boy, or a hooker looking to earn a few extra bucks. He turned those away without any incident.

"Ol' Thorton's losing it," Bob Rowling, the one man who'd been there longer than Jack chuckled from his chair. "If there was somethin' outside, we'd have seen it!"

"Well hang on boss," the newest hire, John Gonzales, a young man fresh from the Navy Seals piped up. "I've got movement in sector three. Bringing up the camera feed now," he said as he typed away at his keyboard. Gonzales had been the top member of his unit before entering the private sector. He was as skilled with a rifle as he was with a computer, which was why Fisk had been quick to snatch him up. "Ah," he proclaimed as he leaned back in his chair, "think it must be one of that sleazebag's hookers again. Here as a gift to the boss, I'd guess."

"I'll see her to his office," someone commented with a chuckle.

"You got the last one!"

"I'll take her!"

"Fuck no, it's my turn!" Jack blurted defiantly as he moved towards the entrance. He made sure to conceal his weapon, as some of the 'girls' got scared by the sight of it. And a scared hoe could ruin the deal that Fisk was making with the leader of a local, well-known prostitute ring. And if the deal went through, Jack was _sure_ that they would be able to enjoy some benefits. "Can I help-?" he began to ask, as he opened the front door, revealing a stunning young woman, in outlandish getup that he had the strangest sense that he had seen before. He blinked twice before realizing that this woman either was a lost cosplayer, or actually was one of the _Avengers._ Either way, he still couldn't afford to take any risks.

"Sh-!" he began to shout, before a strong pair of hands wrapped themselves around his neck and squeezed tightly. He quickly fell into unconsciousness as the two women exchanged a quick glance of acknowledgement.

"No, he's not dead," Spider-Woman said blankly as she turned around and unholstered her own sidearm.

"Thought you were some sort of mercenary?" the first woman, Jubilee, wearing her Wondra outfit, asked softly.

"I am." Spider-Woman replied stiffly. "I _could_ have killed him. And I would have, if you weren't here. Now," she said quickly as she peered around the corner of a large pillar, which blocked the guard's view. "Stay here and stay out of sight. Wait for Gamma team," she ordered as she slowed her breathing down considerably. "I'll deal with these grunts," she finished before racing out from behind cover. Jubilee couldn't resist taking a small peek at the woman in action.

Her movements where methodical and pre-planned. She fired off three rounds before the remaining guards even noticed that she was there. And when they did, two more fell before they could level their own weapons. The guard's guns coughed out a flurry of well-placed bullets. But Spider-Woman was much faster, and prepared for them. She dove forwards, underneath a desk as she fired off the last of her magazine, hitting two more men on her way down. The hail of gunfire continued as she rose to her feet and rolled out of cover. A single bullet seemingly impacted her left shoulder, but she didn't break her stride as she collided with the remaining two Guards.

The melee that ensued was as fast as it was brutal. The first guard lashed out with a punch, which Spider-Woman ducked underneath and delivered three rapid punches to the man's rib-cage. He crumpled back as the second man, who was younger than the first by at least two decades wheeled around with a well-placed kick. However, Spider-Woman caught the blow with her open hand, and twisted his foot. Several bones popped and the man screamed in pain. He dropped to the ground, clutching his leg, as the deadly woman delivered a knockout blow to his right temple. The whole fight had lasted a grand total of sixty seconds. Spider-Woman had her hand to her earpiece less than two seconds later, asking, "Beta Team, we're in. You're good to go," she finished with an audible sigh as she rubbed her shoulder, where a single bullet had struck her.

Xxx

"Beta team, we're in. You're good to go," Spider-Woman's crisp voice said through the tiny speaker imbedded in his ear.

"We're up," Steve said as he stood and straightened his back, eager to jump into the middle of a fight. He rolled his shoulders back and looked at his young companion. Peter still hadn't said a word about Spider-Woman casually mentioning his real name in the middle of their briefing. Though, Steve could tell that he had been caught off-guard. They both had. Steve remembered the first time he had encountered the woman, back when he had first arrived in the twenty-first century. His first impression of her was that she was as deadly as she was beautiful.

And his subsequent encounters with her proved that she was even more deadly than he had originally thought. He knew that he would never be able to take her down on his own, without a well thought-out plan to back him up. "You clear on the plan?" Steve asked directly.

"Yeah," Peter replied with a nod, "we go in. Smash the place up and draw away the rest of security. Keep them off of Gamma and Alpha's backs," he said as he shrugged his shoulders, which was both a sign of his impatience and of his discomfort. Ordinarily, Steve would have ignored those two and kept himself focused on the mission ahead. But something in the back of his mind told him that this mission and Peter's discomfort where intertwined. Most likely, it all had something to do with Marie. She was a wildcard, one that he hadn't quite figured out yet. He had a feeling he was close, he was just missing a crucial piece that would fit everything together. "Here, Cap," Peter said as he presented him with one of two wrist-mounted devices. "It's a wrist-mounted line launcher I've been working on. It's got three settings," he continued as he showed him several notches along the top. "Cable line, for crossing a great distance. Impact rounds, which should take out most baddies, and a net launcher," he finished.

"What kind of cable?" Steve asked, unsure of how something so small could be of any use to them. "And where is-?"

"It's stored as a fluid," Peter replied, "small cartridges. One cartridge can produce a mile-long line. And it's strong enough to support two tons, so you're good," he shrugged as he aimed his own device at the building across the street from them. "Fourth floor looks pretty populated, don't you think?" he asked wryly, all previous traces of doubt and discomfort gone from his voice. Steve nodded in agreement, he could see the fourth floor from their vantage point, and noted the presence of ten personnel. He didn't know if they were security or not, but knew he would find out when they entered the room regardless.

Both of them aimed the launchers, and fired. They made no noise, aside from a small _Thwip!_ Sound as the line left the launcher. The end attached itself to the top of the building they were aiming for.

"Tally-ho," Peter shrugged as he leaped off the edge of the building and flew across the gap. Steve followed suit. Both of them swung their legs forward and crashed through the glass, causing a mighty uproar. Six of the people inside where definitely not security, and had no intention of fighting either of them. The remaining four, however, where very interested in doing so. A man to Steve's immediate right withdrew a gun, and was dealt with quickly. It was the other three that caught his attention.

All three wore curious red clothing. The two men having red business suits, while the woman wore a red dress. The men each now sported keen swords. He wasn't exactly sure what kind they were, as he wasn't familiar with the use of any sword, outside of a rapier. The two men moved towards him in unison, while the woman moved in on Peter. Feeling that the younger man could handle himself, Steve engaged the two men.

A sword pinged off his shield as Steve delivered a powerful punch to the second man's stomach. The brunt of the blow was absorbed by the man's suit, which told Steve that the two of them were wearing some sort of body armour, which would make things more difficult. Even more challenging was the surprising amount of speed the two of them possessed. Steve's second strike was dodged entirely. But not his third, which landed on the third man's shoulder. But not before a dagger was plunged into Steve's side. A bout of pain raced up his torso as he spun back around, striking the man who had stabbed him with a powerful backhand fist. The man collapsed to the ground, as Steve turned to face his partner, only slightly aware of Peter Parker being thrown against a wall behind him.

The man shouted a chorus of rough curses in Japanese, none of which Steve understood, save for the word ' _Hand'",_ as he attempted to run Steve through with his sword. However, the Super-Soldier was too fast for him, and had the man on the ground in no time at all.

"What the hell are these guys?" Steve wondered out loud.

"No-," Peter coughed as he rose from the floor, "-idea. But that chick is _good._ Fast. Accurate. Watch out for her," he said as he clutched his side, and pulled out a small dart. A droplet of greenish liquid fell from the tip. "And _this,_ ladies and Gents," Peter said as he swayed slightly on his feet, "is why we need an actual doctor on our team. I'll-," he continued, seconds before he fell against the side of a desk, still conscious. "Yeah I'll be fine, Cap, just keep goin'," he finished slowly as Spider-Woman and Wondra thundered into view, followed closely by Janet, Lorelei and the father of the kidnapped child, Scott Lang.

The first two started after Peter immediately, though Marie stopped herself mid-stride and looked directly at Steve.

"What the hell happened?" Marie and Jubilee asked at the same time, the former talking to Steve, and the latter talking to Peter.

"Some crazy-ass Ninja-Bitch," Peter muttered as his eyes travelled all around the room. "Hit _my_ with some- _shin,"_ he said, as his words began to slur together, becoming nearly incoherent.

"I'm getting him outta here," Jubilee stated clearly.

"No," Marie snapped forcefully, "No, we're gonna carry him with us. He'll be fine in a few minutes, once his body processes the poison and-."

"Which could _kill_ him," Jubilee protested angrily.

"If it was going to kill him," Marie snapped back, "it would have already. Now do it," she growled as she moved forward, down the same hall the woman in the red dress had run down. " _This isn't good,"_ she said in a softer tone of voice, so that only Steve could hear her. "That dart is from Japan, I'm sure of it. And the ones who used it are _very_ dangerous enemies to have," she sighed as they soldiered onwards, around a corner.

"Why did you break the mission?" Steve replied stiffly, as they walked. The two of them were in front, leading the way. Janet and Lorelei brought up the back of the group, while Scott and Jubilee supported Peter, who was babbling something about a sci-fi movie franchise's recently-announced sequel. "And come up here? I thought Nightcrawler was being held-?"

"We checked," Marie said flatly as they turned around another corner, which led into a long, white hallway filled with bright lights. "He wasn't there, Steve. Neither was the girl. Next most likely place is up here, away from the public eye," she shrugged as she started to hug the wall of the hallway, cautiously looking for any hidden enemies.

"Speaking of the public eye," Steve asked directly, "you happened to call-."

" _Here_ ," Marie hissed as they reached an innocent-looking door. She slipped something back into one of her many pouches and reached for a gun, forcing Steve to grab her wrist.

"No," he ordered, "Not that way. _Our_ way," he said firmly, and she released her weapon.

"Fine," she spat, "but if it goes south…"

"Then we do it your way," he reminded her, as they twisted both handles together, and burst into the room. The only Avengers who held back were Jubilee and Peter, who was of no use to them at the moment. Something Steve regretted deeply once he got a good look of the interior of the room. A grand total of twenty-four people inhabited it. Fifteen well-armed guards in black body armour. Five men wearing the odd red uniforms. The woman in the red dress. A large man in a white suit with a large cane. And in the back, Kurt was huddled in a corner, with a small child.

"Daddy!" the little girl blurted, as she stood up. A flurry of motion ensued. The men in black armour trained their weapons on the Avengers as Scott started forward, only to be held back by Marie. Steve raised his shield in response to the men in red suits drawing their strange-looking swords. And in response to this, Lorelei's hands glowed a bright green colour. Steve knew that she was preparing to unleash a swath of destruction if she had to. However, he quickly realized that Kurt and the child would be caught in the crossfire of any battle that erupted then and there, so he raised his hand to stop her.

"A smart move, Captain America," the man in the white suit said calmly. His voice was deep and serious, like that of a politician with a hidden agenda. Which this man had, no doubt. "Of all the people in this room, you alone hold my respect."

"You think I want your _respect?"_ Steve shot back, as he put his mind to work, figuring out how he could take out the gun-toting guards before they could fire off rounds.

"No," the large man said plainly, "I know that you don't want my respect. But you have it. You saved my grandfather in the war. I grew up with tales of your heroism," the large man said as he leaned heavily on his cane. His words where sincere, there was little doubt of that. But his voice also contained venom. He was a dangerous man, dressed as a gentleman. A wolf in the sheep's clothing was a good analogy. "And so, I am simply stating that it is an _honour_ to meet you in person, Captain." At the mention of the word _Honour,_ one of the red-wearing men snickered, prompting a scolding in Japanese from the woman in the dress. Oddly enough, now that Steve got a good look at her, she didn't appear to be Japanese, or any kind of Asian at all, unlike her similarly-coloured companions. She had pale white skin, and shoulder-length black hair. She had a slim, yet strong and imposing figure. No doubt she was in charge of the men in red uniforms.

" _Natchios_ ," Marie said stiffly, with a subtle hiss. "What is the _Hand_ doing so far from home?"

"Wouldn't you like to _know,"_ the dark-haired woman replied with a stiff smile.

"Ladies, please," the man in the white suit cut in with a wave of his hand, "resolve your personal issues another time. We have more pressing matters at hand."

"Let my little girl go," Scott roared violently, "or I'll shove that cane so far up your _fat ass_ that it'll be coming out of your mouth!"

" _Language,_ Mr. Lang, _"_ the man in the white suit replied calmly, "there is a minor present, after all."

"Let them go," Janet snapped as she stepped forward, "and we won't be carting you off to jail on a gurney."

"You won't be carting me anywhere, Ms. Stark," the man in white replied forcefully, as he stared Janet down. "Because if you do, I _may_ decide to reveal some _interesting_ things that my government sources have told me. Namely about you, Captain America," he continued solemnly. "As it turns out, you are not as….. _pristine_ as the history books make you out to be," the man shrugged as he stepped forward, and Steve gulped. He had a feeling he knew exactly what secrets this man was referring too. Something which could destroy the Avengers from within. "But, if you let me and my men leave the building," he said finally, "nothing will come to light. Yet," he finished.

"Steve?" Janet asked, hopefully, waiting for an answer.

xxx

"I had no choice, Janet!" someone's voice shouted from a black abyss, as he came to a full awareness. "If we attacked them then, Kurt and the girl would have been goners! It would have been a bloodbath!" the voice of Steve Rogers said as Peter shook himself to awareness, remembering how he had been overwhelmed by a woman in a red dress. Currently, he was sitting in the main lobby of Avengers Mansion. Off to one side, he could see Scott Lang and his daughter deep in conversation with Jean Grey. The latter of whom was apparently attempting to smooth out the rough experience that the young girl had had while being held prisoner. On the other side of the room, Steve, Janet and Spider-Woman where in the middle of a heated argument.

"And what if he hadn't held up his end?" the businesswoman roared. "Then what?"

"The situation was under control," Spider-Woman replied calmly. "He knew that if he so much as looked at anyone wrong, he was a dead man."

"Says the two-faced assassin," Peter muttered as he tried to stand. A pair of hands grabbed the underside of his shoulders as he walked. One set was warm to the touch, and the other was slightly furry. "I'm fine," he said to his fellow teammates, who backed off slightly as he straightened his back. "Who was there when a bunch of monsters gave me my powers, who attacked me in an alleyway, and told me to go work with a _Succubus._ And who's been known to work for terrorists and-."

"I never worked _for_ them," she replied quickly, "only-."

" _With_ them," Steve cut in sternly. "You've said that numerous times. Yet," he continued forcefully, "you've been there every time something big has happened. Pushing alliances, showing us things that turned out to be pretty important," he nodded as Peter reached his side. "Like that abandoned military base. Care to explain that? Or how about that Scythe you tipped me off about? The one which could bring about the apocalypse?"

"Steve," Spider-Woman replied calmly, "don't push it. There are things-."

"That you can't tell me," Steve bellowed as he jabbed a finger into her chest. "I know. You've said that too. What I want to know is why you're interested in _us_ as a team!" he continued as he pushed her back several steps. "You've been trying to play us from the beginning," he roared as he waved his hand around the room. "Most of the people in this room have had some sort of contact with you before we were ever founded as a team. Why? Why try and play such a pivitol _ack!"_ he protested as Spider-Woman grabbed him by the hand and twisted him around, slamming him into the wall with blinding speed as a furious look crossed her face. She whispered something into his ear, which no one else could hear, but it seemed to calm Steve down enough, as she turned back to face the rest of the room.

"I have a lot to answer for," she said solemnly, bowing her head as she did so. "I-."

"Like why you were so interested in rescuing Nightcrawler," Janet spat harshly as she crossed her arms.

"Kurt's safety is a top priority," Spider-Woman snapped, causing Peter to raise an eyebrow. That was the second time she had called one of them by name, and he was fairly certain that Kurt had no prior relation with this woman, same as him. So, Peter decided to finally raise the point that had been bugging him most of the night.

"And you just _happen_ to know his name?" Peter asked directly, "along with mine?" he said, earning a collective gasp from everyone in the room. Spider-Woman's face was still a myriad of emotions, from furious, to calm, to….. _sad?_ the last one caught him off-guard. She had presented herself in a cool, collected manner, and now it seemed as if everything was flowing from her soul in waves. Her eyes glistened slightly, as if they were filed with tears. "And happened to be there, earlier today, when I got hit with that bench?"

"I don't-," Spider-Woman replied, with her voice shaking somewhat.

"Don't lie to me," Peter snapped, "I know it was you. Now answer me," he said as he pointed to himself, then Kurt. "How. Do. You. Know. Our. Names?"

"Fine," Spider-Woman sighed as she ran a hand through her short brown hair. "Everybody out, except for you two," she said as she pointed to Peter and Kurt.

"No way in hell I'm-!" Janet snapped as she stepped forward, obviously trying to challenge the other woman's authority.

" _NOW!"_ The female super-soldier roared, squashing all resistance attempts Janet could have possibly put up in order to stay in the room. The Businesswoman quickly turned around and whispered a few words to Kurt before she left the room, along with the rest of the team. Steve was the only one who looked back at them, as if he wanted to say something, but he didn't.

"You haven't answered his-," Kurt began to ask, in a demanding tone of voice.

"You want to know how I know your names, Peter and Kurt?" she replied, in a much softer tone of voice than either of them could ever have expected from her. "You want to know why I've done the things I've done? Why I've killed five-hundred and twenty-three people in the last Nineteen years and two months?" she asked, causing Peter to stir slightly, as she placed both her hands on their shoulders. Tears were now flowing from her eyes, drenching her cheeks. Her voice cracked as she spoke. "Why I've done things, terrible things? I've done those things in order to keep my most treasured…." She cried, her words becoming almost inaudible as she continued to speak. Peter felt her grip on his shoulder tighten deeply, as a not formed in his stomach. "I know your names…..because I was there when you were born. Both of you," she sobbed.

"No," Kurt muttered beside him, as realization dawned on them both. "No, no, no…"

"Yes," Spider-Woman replied as she blinked twice. "Yes, Kurt. My…my name is Marie Faglier. I…" she choked, as the words were caught in her mouth. "I've waited….dreamed about this for so long and I just…" she said as her head drooped down low, lower than it had before. She sobbed loudly several times before looking back up at them, as Peter felt the not in his stomach grow even larger. He wasn't sure if he wanted to know what she was about to say, given how earth-shattering he felt it would be. He knew that once he heard what she had to say next, his life would never again be the same.

He was right.

"Peter. Kurt. I'm your mother."


End file.
